As of 8/8/2014
TERMS OF SERVICE AND END USER LICENSE AGREEMENT
IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 16
This Application is licensed to you, not sold.
ACCEPTANCE OF TERMS
LIMITED LICENSE GRANT
This section sets forth your limited license to use the SideLeague Application (“License”).
Grant. Through this purchase, you are acquiring and SideLeague grants you a personal, limited, non-exclusive license to install and use the Application for your non-commercial use on a single, authorized mobile device solely as set forth in this License. Your acquired rights are subject to your compliance with this License. Any commercial use is prohibited. You are expressly prohibited from sub-licensing, renting, leasing, transferring or otherwise distributing the Application or rights to use the Application. The term of your License shall commence on the date that you install or otherwise use the Application, and shall end on the earlier of the date that you dispose of the Application; or SideLeague's termination of this License.
Account Required. A SideLeague Account is required to access online services and features. You must meet the requirements set forth in section 4 (entitled “Eligibility”) to use these features.
Further Restrictions. Your right to use the Application is limited to the license grant above, and you may not otherwise copy, display, seek to disable, distribute, perform, publish, modify, transfer, create works from, or use the Application or any component of it, except as expressly authorized by SideLeague. Unless SideLeague expressly authorizes you to do so, you are prohibited from making a copy of the Application available on a network where it could be used by multiple users. You are prohibited from making the Application available over a network where it could be downloaded by multiple users. You may not remove or alter SideLeague’s trademarks or logos or legal notices included in the Application or related assets. Your right to use the Application is also predicated on your compliance with any applicable terms of agreements you have with third parties when using the Application.
Reservation of Rights. You have obtained a license to the Application and your rights are subject to this License. Except as expressly licensed to you herein, SideLeague reserves all right, title and interest in the Application (including all characters, storyline, images, photographs, animations, video, music, text), and all associated copyrights, trademarks, and other intellectual
property rights therein. This License is limited to the intellectual property rights of SideLeague and its licensors in the Application and does not include any rights to other patents or intellectual property. Except to the extent permitted under applicable law, you may not decompile, disassemble, or reverse engineer the Application, or any component thereof, by any means whatsoever. You may not remove, alter, or obscure any product identification, copyright, or other intellectual property notices in the Application. All rights not expressly granted herein are reserved by SideLeague.
Access. You must provide, at your own expense, the equipment, Internet connections or devices and/or service plans to access and use this Application. SideLeague does not guarantee that this Application can be accessed on all devices or wireless service plans. SideLeague does not guarantee that this Application is available in all geographic locations, and as stated in the section entitled “Eligibility” below you are prohibited from using this application in certain states and territories. You acknowledge that when you use this Application, your wireless carrier may charge you fees for data, messaging and/or other wireless access. Check with your carrier to see if there are any such fees that apply to you.
Application Updates. You agree that the Application may automatically download and install updates, upgrades and additional features that SideLeague deems reasonable, beneficial to you and/or reasonably necessary. You acknowledge and agree that any obligation SideLeague may have to support the previous version(s) may be ended upon the availability of the update, upgrade and/or implementation of additional features. This License shall apply to any updates, upgrades and/or additional features that are not distributed with a separate license or other agreement.
Termination of the Limited License to the SideLeague Application. This License is effective until terminated. Your rights under this License will terminate immediately and automatically without any notice from SideLeague if you fail to comply with any of provision of this section. Promptly upon termination, you must cease all use of the Application and destroy all copies of the Application in your possession or control. Termination will not limit any of SideLeague’s other rights or remedies at law or in equity. Sections 1(E), 2 through 15, and any Supplemental Terms of this License shall survive termination or expiration of this License for any reason.
MODIFICATION OF THIS AGREEMENT
Except for Section 16, providing for binding arbitration and waiver of class action rights, SideLeague reserves the right, at its sole discretion, to modify or replace the Terms at any time. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Application by you following such modification constitutes your acceptance of the terms and conditions of the Terms as modified.
You hereby represent and warrant that you are a natural person (corporate entities and similar organizations are not eligible to use the SideLeague Application for any purpose) and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these terms and to abide by and comply with these terms.
In order to deposit money to play paid entry games you must be able to represent and warrant that:
you are of 18 years of age or older, or the age of majority in the jurisdiction where you live, whichever is older.
you are a citizen or resident of the United States of America or Canada and that you have an address in the United States of America or Canada;
you are physically located in the United States of America or Canada and reside in a jurisdiction in which participation in any contest you choose to participate in is not prohibited by applicable law;
you will abide at all times by these Terms and any other agreements between you and SideLeague regarding your use of the Application or participation in games;
you are not subject to backup withholding tax because: (a) you are exempt from backup withholding, or (b) you have not been notified by the Internal Revenue Service (IRS) that you are subject to backup withholding as a result of a failure to report all interest or dividends, or
(c) the IRS has notified you that you are no longer subject to backup withholding.
If you do not meet the eligibility requirements of this section, then you are not permitted to use the SideLeague Application and you agree that you will not use the SideLeague Application. In addition to any other rights that SideLeague may have in law or equity, SideLeague reserves the right to suspend or terminate the account (and terminate, withhold or revoke the awarding of any prizes associated with such account) of any purported user of the SideLeague Application that does not meet the foregoing requirements. SideLeague may require you to provide proof that you are eligible to participate according to this section prior to receiving a prize.
You may establish only one account per person to participate in the activities offered on the SideLeague Application. In the event SideLeague discovers that you have opened more than one account per person, in addition to any other rights that SideLeague may have, SideLeague reserves the right to suspend or terminate any or all of your accounts and terminate, withhold or revoke the awarding of any prizes.
SideLeague employees may use the SideLeague Application for the purpose of testing the user experience, but may not withdraw money or prizes for themselves. SideLeague consultants or promoters may play in contests without limitation. These individuals cannot access non-public site data or any other data not made available to all players on the site and will not receive any other advantages in their play on the site.
Athletes may not participate in any SideLeague contests in which they or any part of their respective team are available for selection.
CONDITIONS OF PARTICIPATION Registration
In order to participate in a SideLeague Contest (as described in herein) using the Application, you must register for an account. By registering, you agree to provide accurate, current and
complete information about yourself as prompted (such information being the Registration Data) and maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any information that is inaccurate, not current or incomplete, or SideLeague has reasonable grounds to suspect that such information is inaccurate, not current or incomplete, SideLeague may deny you access to areas requiring registration or terminate your account, at its sole discretion.
Account Password and Security
At the time of registration for online account access, you must provide a valid email address and supply a Username and Password to be used in conjunction with your account. You are responsible for maintaining the confidentiality of your Username and Password, and are fully responsible for all uses of your Username and Password, whether by you or others. You agree to
(a) keep your Username and Password confidential and not share them with anyone else; (b) immediately notify SideLeague of any unauthorized use of your Username and Password or account or any other breach of security; and (c) use only your Username and Password to access your account, and not any other user’s account. SideLeague cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
You acknowledge and agree that SideLeague is authorized to act on instructions received through use of your Username and Password, and that SideLeague may, but is not obligated to, deny access or block any transaction made through use of your Username and Password without prior notice if we believe your Username and Password are being used by someone other than you, or for any other reason.
Communications and Disclosure
As a result of your Registration, you may receive certain commercial communications from SideLeague related to content found on the Application. You understand and agree that these communications are part of your registration, and that you may opt out of receiving these communications at any time by either using the unsubscribe functionality or sending an email to info [at] SideLeague [dot] com.
SideLeague, in its sole discretion, may disqualify any entrant from the using the Application to compete in Contests, refuse to award prizes and require the return of any prizes, if any entrant engages in conduct SideLeague deems to be improper, unfair or otherwise adverse to the operation of the Application or Contests or in any way detrimental to other entrants. Improper conduct includes, but is not limited to: falsifying personal information required to use the Application or claim a prize; violating any of these rules; accumulating points or prizes through unauthorized methods, such as automated scripts or other automated means; tampering with the administration of Contests or trying to in any way tamper with the computer programs associated with this Application; obtaining other entrants’ information and spamming other entrants; and
abusing the SideLeague website or SideLeague Application in any way. Entrant further acknowledges that the forfeiture and/or return of any prize shall in no way prevent SideLeague from pursuing criminal or civil proceedings in connection with such conduct.
This Application MAY NOT BE USED FOR ANY FORM OF GAMBLING.
SideLeague and any partners are not responsible for: any incorrect, invalid or inaccurate entry information; human errors; technical malfunctions; failures, including without limitation public utility or telephone outages; omissions, interruptions, latency, deletions or defects of any telephone system or network, computer online systems, data, computer equipment, servers, providers, or software (including, but not limited to, software and operating systems that do not permit an entrant to participate in Contests), including without limitation any injury or damage to any entrant's or any other person's computer equipment relating to or resulting from use of the Application; inability to access any portion of the SideLeague application; theft, tampering, destruction, or unauthorized access to, or alteration of, entries and/or images of any kind; data that is processed late or incorrectly or is incomplete or lost due to telephone, computer or electronic malfunction or traffic congestion on telephone lines or transmission systems, or the Internet, or any service provider's facilities, or any phone site or website or for any other reason whatsoever; typographical, printing or other errors, or any combination thereof.
SideLeague and any agents, affiliates, subsidiaries, co-sponsors, joint ventures, or partners are also not responsible for incomplete, illegible, misdirected or stolen entries. If for any reason the Application or Contests are not capable of running as originally planned, or if the Application associated therewith (or any portion thereof) becomes corrupted or does not allow the proper usage and processing of entries in accordance with the rules, or if infection by a computer (or similar) virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes of any kind, in the sole opinion of SideLeague corrupts or affects the administration, security, fairness, integrity or proper conduct of the Application or Contests, SideLeague reserves the right, in its sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, extend, modify or suspend Contests, and select the winner(s) from all eligible entries received. If such cancellation, termination, modification or suspension occurs, notification will be posted on the SideLeague website and/or through the Application.
No professional sports league nor any team associated with any professional sports league is a sponsor of or in any way affiliated with this Application.
By entering a Contest, you consent to the use of your name, voice, likeness, and photograph in connection with the development, production, distribution and/or exploitation (including marketing and promotion) of the selected Contest and/or other SideLeague Contests, unless otherwise prohibited by law. SideLeague and its Partners reserve the right to make public statements about the entrants and winner(s), on-air, on the Internet, or otherwise, prior to, during,
or following the Contest. In all disputes arising out of the determination of the winner of SideLeague Contests, SideLeague is the sole judge and its actions are final and binding. Entrants agree that SideLeague may announce any winner's name on-air or on any of its websites or in the Application at any time in connection with the marketing and promotion of SideLeague Contests or other contests or games operated by SideLeague
GAME RULES Game of Skill
SideLeague offers skill-based contests through the SideLeague Application (“Contests”). To succeed, players must have knowledge of the professional sport of your particular contest and an understanding of statistics. Contest winners are determined based on points. Points are awarded based on player performance, which can be affected by many different factors.
Object and Contest Rules
The object of SideLeague is to win a daily fantasy sports contest by scoring more points than your opponents.
Each contest has applicable rules which you may access from the contest screen in the Application.
SideLeague’ Contests are designed to allow users to enter into a fantasy sports contest. Players may choose from a list of all the contests that are available to join. Each contest will state the required “entry fee” and “prize” for that contest. When you opt to participate in a contest, that amount in US dollars will be debited from your SideLeague account. Protect your account password and access to your device. YOU ARE SOLELY RESPONSIBLE FOR ANY COSTS INCURRED TO USE THIS APPLICATION OR ENTER SIDELEAGUE CONTESTS, INCLUDING BUT NOT LIMITED TO CONTEST ENTRY FEES.
In the event of a dispute regarding the identity of the person submitting an entry, the entry will be deemed submitted by the person in whose Username the entry was submitted, or if possession of the Username itself is contested, the name in which the email address on file was registered with the email service provider.
Once you have selected your desired contest, you will have the choice to invite a friend to participate in a contest. You can invite friends to download SideLeague using your Facebook account. However, your friend will not be able to join a contest until they have downloaded the software, created an account, and funded the account with enough money to cover the entry fee.
SideLeague offers contests for multiple professional sports events taking place on a single day or up to the length of a professional sports season.
After each contest ends, prizes are awarded. Contest results are determined by the final statistics and associated SideLeague scoring results at the completion of the final sporting event included in that contest. Once SideLeague’s data provider has finalized the box score of each included game, SideLeague will review the results and award prizes. In the event of a tie, each player will
split the combined value of prizes for each place occupied by each tied player. If players tie for the final spot with a prize awarded, they will split that prize evenly. In the case of a "free to play" match, a free entry ticket will be awarded to all participants who are tied for 1st place. For example, if three players tie for the highest score, they will split the total value of the prizes awarded for first through third place evenly. The player with the next highest score will receive the award for 4th place. If the contest awards prizes for 1st through 4th place, and 3 players tie for fourth, they will split the fourth place prize evenly.
SideLeague offers a number of different types of contests. For each contest, we announce the rules, scoring, entry fees, and prizes in advance on the contest screen.
Prizes will only be awarded if a Contest is run. SideLeague reserves the right to cancel a contest at any time. In the event a contest is cancelled, all entry fees will be refunded to entrants.. Prizes will be distributed to the contest winners via a credit to the users’ SideLeague account. All credits will be distributed by 12:00 CST the business day following the conclusion of a contest unless technical failure or other reasons prevent that from happening. In the event of such failure, credits will be distributed as soon as reasonably possible. In the event of a tie, prizes will be divided evenly amongst the participants who have tied.
No substitution or transfer of prize is permitted. All taxes associated with the receipt or use of any prize are the sole responsibility of the winner. In the event that the awarding of any prizes to winners of the Contest is challenged by any legal authority, SideLeague reserves the right in its sole discretion to determine whether or not to award such prizes.
Winners are generally posted on the SideLeague Application following each contest. Winners may be requested to return via email or regular mail an affidavit of eligibility and appropriate tax forms. Failure to comply with this requirement can result in disqualification. Any prize notification returned as undeliverable may result in disqualification and selection of an alternate winner. In addition, a list of winners and winner's names for each competition period may be obtained by writing to: SideLeague, 150 N Wacker, 8th Floor, Chicago, IL 60606.
In early January each year all winners who have won $600 or more (net of all entry fees) over the previous year will be contacted to provide address and social security details. These details will be used to file a 1099-MISC with the Internal Revenue Service.
abuse, harass, impersonate, intimidate or threaten other SideLeague users;
download or use the Application if you are under the age of 18 or the age of majority in the jurisdiction where you live, regardless of any age rating that is given to the Application by any third party.
allow access to the Application to children under the age 18, or the age of majority in the jurisdiction where you live, and you will monitor the use of Application so that it may not be
used by minors. You will be responsible for any use of your credit card or other payment instrument in the Application by minors.
use the Application for non-personal or commercial purposes.
use the Application to advertise, solicit or transmit commercial advertisements, including without limitation junk e-mail, spam, spim, or any other unsolicited messages regardless of the medium (e.g., email, text, SMS, chat, etc.)
use the Application only for unlawful purposes. This means that you will not use the Application to directly or indirectly violate any applicable law, rule or regulation or use the Application in any manner that would promote, aid or abet the violation of any applicable law, rule or regulation.
transfer, sell or trade the Application to anyone without written permission from SideLeague.
sell or otherwise transfer your profile.
use or access an Application that has been transferred, sold or traded from another Application user without written permission from SideLeague, except as permitted by these terms.
post any defamatory, threatening, harassing, abusive, libelous, or otherwise offensive or objectionable information in the Application.
make available through the Application any information that infringes any intellectual property or privacy rights of any other person or entity;
"User Content" means any information, text, graphics, or other materials you submit, post, upload, display, or otherwise make available using the Application.
You understand that all User Content, including but not limited to profile information and communications with other users, whether privately transmitted or made publicly available, is the sole responsibility of the person from which such User Content originated. This means that you, not SideLeague, are entirely responsible for all User Content that you upload, post, share, email, transmit, or otherwise make available via the Application. Under no circumstances will SideLeague be liable in any way for any User Content uploaded, posted, shared, emailed, transmitted or otherwise made available via the Application.
that you may consider offensive or objectionable. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any User Content. You further acknowledge and agree that you bear the sole risk of reliance on any content available on or through the Application.
With respect to User Content you submit or make available on the Application, you grant SideLeague an irrevocable, fully sub-licensable, perpetual, world-wide, royalty-free, non- exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such User Content (in whole or in part) and to incorporate such User Content into other works in any format or medium now known or later developed.
You are solely responsible for your interactions with other users of the Application. SideLeague reserves the right, but has no obligation, to monitor disputes between you and other users.
COPYRIGHT COMPLAINTS/DIGITAL MILLENNIUM COPYRIGHT ACT
SideLeague respects the intellectual property rights of others and requires those that use the Application to do the same. SideLeague may, in appropriate circumstances and at our discretion, remove or disable access to material on the Services that infringes upon the copyright rights of others. SideLeague also may, at our discretion, remove or disable links or references to an online location that contains infringing material or infringing activity. In the event that any users of the App repeatedly infringe on others' copyrights, SideLeague may, in its sole discretion, terminate those individuals' rights to use the App.
If you believe that your work has been used on the App in any manner that constitutes copyright infringement, please notify SideLeague’s copyright agent by written notice. The notice should include the following information:
An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
A description of the copyrighted work you claim has been infringed, including a copy of the copyrighted work or the web page address where the copyrighted work may be found;
Identification of the location on the Site or in the Application of the material you claim has been infringed, or the link or reference to another website that contains the material you claim has been infringed;
Your name, address, telephone number and email address;
A statement by you that you have a good faith belief that the disputed use of the material at issue is not authorized by the copyright owner, the agent of the copyright owner or the law; and
A statement by you that the information in this notification is accurate and a statement, under penalty of perjury, that you are the copyright owner of the material allegedly infringed or authorized to act on the copyright owner's behalf.
SideLeague’s copyright agent for notice of claims of copyright infringement on the Site and our network is Anthony Giordano who can be reached at following:
By mail: 150 N Wacker Drive FL 8 Chicago, IL 60606 By email: firstname.lastname@example.org
By telephone: 312-445-2232
By facsimile: 312-445-2244
By using the SideLeague Application or accepting any prize, entrants, including but not limited to the winners, agree to release and to hold harmless SideLeague and each of its respective parents, subsidiaries, affiliates, partners, co-sponsors, and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities from any and all liability, claims or actions of any kind whatsoever, including, but not limited to, for injuries, damages or losses to persons and property which may be sustained in connection with participation in the service, the receipt, ownership, use or misuse of any prize and claims based on publicity rights, defamation or invasion of privacy.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE APPLICATION AND ALL RELATED CONTESTS AND SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. SIDELEAGUE AND ITS LICENSORS (COLLECTIVELY “SIDELEAGUE” FOR PURPOSES OF THIS SECTION AND SECTION
10) DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SIDELEAGUE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPLICATION, CONTESTS, OR SERVICES; THAT THE APPLICATION, CONTESTS, OR SERVICES WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE APPLICATION, CONTESTS, OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE APPLICATION, CONTESTS, OR SERVICES WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR EQUIPMENT; THAT ANY ERRORS IN THE APPLICATION OR SERVICES WILL BE CORRECTED; OR THAT THE APPLICATION, CONTESTS, OR SERVICES WILL BE AVAILABLE FOR REINSTALLS TO THE SAME OR MULTIPLE DEVICES OR EQUIPMENT. NO ORAL OR WRITTEN ADVICE PROVIDED BY SIDELEAGUE, APPLE, OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION ON LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL SIDELEAGUE BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE FAILURE OR MALFUNCTION OR ANY OTHER FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE APPLICATION, CONTESTS, OR SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT SIDELEAGUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT MISREPRESENTATIONS OR CERTAIN INTENTIONAL OR NEGLIGENT ACTS, OR VIOLATION OF SPECIFIC STATUTES, OR THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO
YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SIDELEAGUE'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SIDELEAGUE FOR GENERAL USE OF THE APPLICATION OR SERVICES DURING THE TERM OF YOUR REGISTRATION FOR THE APPLICATION OR SERVICES, NOT INCLUDING ANY ENTRY FEES FOR CONTESTS COMPLETED PRIOR TO THE CIRCUMSTANCES GIVING RISE TO THE CLAIM.
OUR PROPRIETARY RIGHTS
All title, ownership and intellectual property rights in and to the Applicationare owned by SideLeague or its licensors. You acknowledge and agree that the Applicationcontains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by SideLeague, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Application , in whole or in part.
TERMINATION OF YOUR USE OF THE SIDELEAGUE APPLICATION
NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to the Terms or this Agreement.
BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
Initial Dispute Resolution: Our Customer Support Department is available by phone 1-855- 698-3261 or via email at email@example.com to address any concerns you may have regarding the Application or any Contests. Our Customer Service Department is able to resolve most concerns quickly to our customer’s satisfaction. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Customer Support Department and good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.
Binding Arbitration: If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including its formation, performance and breach), the parties’ relationship with each other and/or your use of the Applicationshall be finally settled by binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the AAA, excluding any rules or procedures governing or permitting class actions.
The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms is void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
The Commercial Arbitration Rules governing the arbitration may be accessed at www.adr.org or by calling the AAA at +1.800.778.7879. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, SideLeague will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, SideLeague will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. The arbitration rules also permit you to recover attorney’s fees in certain cases. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Location. If you are a resident of the United States, arbitration will take place at any reasonable location within the United States convenient for you. For residents in Canada, arbitration shall be initiated in the state of Delaware, United States of America, and you and SideLeague agree to submit to the personal jurisdiction of any federal or state court in Delaware, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND
SIDELEAGUE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception - Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
30 Day Right to Opt Out: You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in the paragraph titled “Class Action Waiver” above by sending written notice of your decision to opt-out to the following address: SideLeague, 150 N Wacker, 8th Floor, Chicago, IL 60606. The notice must be sent within 30 days of your first use of the Application, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, SideLeague also will not be bound by them.
Changes to this Section. SideLeague will provide 60-days’ notice of any changes to this section. Changes will become effective on the 60th day, and will apply prospectively only to any claims arising after the 60th day.
For any dispute not subject to arbitration, you and SideLeague agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in the state of Delaware. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
17. GENERAL INFORMATION
Governing Law. You agree that the laws of the State of Delaware, excluding its conflicts-of-law rules, govern these Terms, the License and/or your use of the Application; and (ii) you expressly agree that exclusive jurisdiction for any claim or action arising out of or relating to these Terms and/or your use of the Application shall be the federal or state courts that cover Delaware, and you expressly consent to the exercise of personal jurisdiction of such courts. Please note that your conduct may also be subject to other local, state, national, and international laws. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to these Terms or to any dispute or transaction arising out of this License.
Severability and Survival. If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision shall be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms shall continue in full force and effect.
Limitation of Liability and Disclaimer of Warranties are Material Terms of these Terms. You agree that the provisions in these Terms that limit liability and disclaim warranties are essential terms of these Terms.
Taxes. You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with this agreement by any authority.
Export. You agree to abide by U.S. and other applicable export control laws and agree not to transfer the Application to a foreign national or national destination, which is prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You certify that you are not a person with whom SideLeague is prohibited from transacting business under applicable law.
U.S. Government Restricted Rights. If you are a government end user, then this provision applies to you. The Application provided in connection with these Terms has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227- 7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer Application” and/or “commercial computer Application documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these Terms and shall be prohibited except to the extent expressly permitted by these Terms.
Entire Agreement. These Terms constitutes the entire agreement between you and SideLeague with respect to the Application and supersede all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of these Terms will be binding unless made in writing and signed by SideLeague. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other terms, the terms of these Terms shall govern.