General Terms and Conditions Agreement
Last updated: February 20, 2021
PROFAN SPORTS/Professional Fantasy Sports (“PFS”) provides sports competitions, cause marketing, and fundraising programs, activities and events. They provide opportunities for players to compete, sponsors sell their services and nonprofit organizations generate support. Participating players (leagues and teams), sponsors, nonprofit organizations, and all other website visitors (collectively known as “users”) are subject to the following terms and conditions (the “Terms and Conditions”). We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Site. Your participation and use of information on the Site or materials linked to the Site is entirely at your own risk.
All questions about these Terms and Conditions should be directed to: email@example.com. We may, in our sole discretion, amend these Terms from time to time upon notice. Your continued use of the Service after any such change constitutes your acceptance of the amended Agreement. If you do not agree to any portion of these Terms at any time, you must cease your access and use of the Service.
1. Copyright: All information, content, services, graphics, design, photos, and logos transmitted through, or used in connection with the website are protected under applicable copyright, and trademark laws. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right to such information and materials. Some of the content on the site is the copyrighted work of third parties.
2. Service Marks: PROFAN SPORTS™ and certain slogans used on the site are service marks or trademarks of “PFS”. Other product and company names mentioned on the Site may be trademarks of their respective owners.
3. Limited License and Permitted Uses: Subject to the terms of this Agreement, we hereby grant you a non-exclusive, non-transferable, revocable license to access and use the Site to participate in “programs”, selling products and services, and securing donations for nonprofit organizations provided that you maintain all copyright and other policies contained therein. No print out or electronic version of any part of the Site or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.
3.1 Content: Third parties supply some of the content included on the Site and we have no editorial control over the content provided by such parties. Any opinions, advice, statements, services, offers, or other information expressed or made available by third parties, including information provided by our Players, Leagues, Sponsors, and other users of the Services, are those of the respective author(s) or distributor(s) of that information. We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the site and through the Services.
4. Restrictions and Prohibitions on Use: Your license for access and use of the Site and any information, materials or documents (collectively defined as “Content and Materials”) therein are subject to the following restrictions and prohibitions of use:
4.1 Access to the PFS Materials and the Site from territories where their contents are illegal is strictly prohibited. Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the Internet, technology, data, email, or privacy.
4.2 You may not use the Site in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use of the Site.
4.4 You may not intentionally interfere with or damage the operation of the Site or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code.
4.5 You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of any content accessible through the Site, or features that enforce limitations on the use of the Site.
4.6 You may not utilize framing techniques to enclose any trademark, logo, or other PFS Materials without our express written consent.
4.7 “PFS” reserves the right to limit or require express written consent to use any logos, graphics, or trademarks related to the Site.
4.8 You may not send junk mail to other Users, including, but not limited to unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
5. Use and Storage: You acknowledge and agree that we may establish general practices and limits concerning use of the Services, including, without limitation, the maximum number of days that information, data, account history or other uploaded content will be retained by us and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time.
7. Passwords, Logins and Security: Players, Team Captains, Commissioners, Sponsors, and other registered users are required to maintain the confidentiality of all logins and passwords. You are responsible for the activities that occur under your account, login or password. “PFS” is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your account, login information or password and/or failure to comply with these terms and conditions, use of Information or Ownership and License Grant sections of this agreement that relate to confidentiality of account, login or password information.
8. Information License: By submitting information to us, you grant us a worldwide, non-exclusive, royalty-free, irrevocable, fully paid, perpetual and fully sub-licensable and transferable right and license to use, reproduce, distribute, prepare derivative works of, display, publish, broadcast, publicly perform, make, use, import, and otherwise transfer and exploit all intellectual property rights in your information in all media. We will not pay you or otherwise compensate you for any information you provide to us. You hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating in any way to the operation of the Services.
9. No Legal Advice or Attorney-Client Relationship: Information contained on or made available through the Site is not intended to and does not constitute legal advice, recommendations, mediation or counseling under any circumstance. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Site. Your use of information on the Site or materials linked to the Site is entirely at your own risk.
10.Links/Hyperlinks to and from other Websites:We provide links to many websites and articles for information and research purposes. We do not guarantee their accuracy and may not agree with their content.
11. Advertisers, Third Party Merchants: The Site may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in advertiser or sponsor materials.
We may allow access to or advertise certain third-party product or service providers (“Sponsors”) from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Sponsors. Sponsors are responsible for all aspects of their respective business.
12. Registration: Certain sections of, or offerings from, the Site may require you to register. If registration is requested, you agree to provide us with accurate, complete registration information. We reserve the right to remove any player, league, or other user that posts inappropriate content on their league page, our blog and webpages. Your registration must be done using your real name and accurate information. We do not accept Teams or Leagues form any state where it is prohibited by law.
13. Errors, Corrections and Changes: We do not represent or warrant that the Site will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Site will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Site at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site.
14. Unlawful Activity: We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.
15. Modifications To The Services: We reserve the right to modify or discontinue (temporarily or permanently) the Services, Participation, (or any part thereof) with or without notice to you. We shall not be liable to you or any third party if we exercise our right to modify or discontinue the Services. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services following notice of any such changes shall indicate your acknowledgement of such changes and satisfaction with the Services as so modified.
16. No Warranties: THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. USE OF THE SERVICE HEREUNDER IS AT YOUR SOLE RISK. THE AFFILIATED ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO AFFILIATED ENTITY, INCLUDING US, AND EACH OF THEIR LICENSORS AND SUPPLIERS DO NOT WARRANT THAT ANY PORTION OF THE SERVICE, CONTENT THEREIN IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR COMPLY WITH LAWS APPLICABLE TO YOU; THAT ANY PORTION OF THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, BACKED UP, SECURE, OR FREE FROM BREACH OR INTERCEPTION OF DATA OR YOUR CONFIDENTIAL INFORMATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DOWNLOADED AT YOUR OWN RISK. NEITHER US NOR ANY AFFILIATED ENTITY WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE, LINK OR ADVERTISEMENT OFFERED BY ANY THIRD PARTY THROUGH THE SERVICE OR ANY LINKED WEBSITE OR SERVICE, AND NEITHER US NOR ANY AFFILIATED ENTITY WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY SUCH THIRD PARTY.
17. Limitation of Liability: (a) PFS and any Sponsor, Team, Player, League, Participant or Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Site or any services or products obtainable therefrom. Any claims relating to use of the Services must be bought within one (1) year from the date the cause of action arose. Claims brought after such period are VOID.
IN NO EVENT WILL ANY AFFILIATED ENTITY, INCLUDING US, ADVERTISERS, PLAYERS, LEAGUES, “PARTNERS”, SPONSORS, COMPANIES, NONPROFIT ORGANIZATIONS ANY OF THEIR EMPLOYEES, LICENSORS, CONSULTANTS, CONTRACTORS, OR DIRECTORS, BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF DATA, ERRORS, OMISSIONS, MISCALCULATIONS, MISREPRESENTATIONS OF VALUE, OR FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SIMILAR DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ANY AFFILIATED ENTITY, INCLUDING US, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The parties agree that the limitations specified in this section will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. Each party acknowledges that the foregoing limitations are an essential element of the Agreement and a reasonable allocation of risk between the parties and that in the absence of such limitations the pricing and other terms set forth in these Terms would be substantially different. No advice or information, whether oral or written, obtained by you from us through the site or otherwise shall create any warranty, representation or guarantee not expressly stated in this agreement. All responsibility or liability for any damages caused by viruses contained within the electronic file containing a form or document is disclaimed.
18. Breach: Without limiting other remedies, PFS may immediately remove a player, a league, and a company/sponsor and issue a warning, or temporarily suspend, indefinitely suspend or terminate your account and refuse to provide the Services to you if: (a) you breach this Agreement (or any other written agreement between you and PFS); (b) we are unable to verify or authenticate any information you provide to PFS; or (c) provide false information regarding your league, players , company (d) we believe that your actions may cause financial loss or legal liability for you, our users or PFS.
19. Indemnification: You agree to indemnify, defend and hold us and our partners, teams, players, leagues, agents, sponsors, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of the Site.
You will not, without the prior written consent of the indemnified party, agree to any settlement of any such claim that does not include a complete release of the indemnified party from all liability with respect thereto or that imposes any liability, obligation or restriction on the indemnified party. The indemnified party may participate in the defense of any claim through its own counsel, and at its own expense.
20. Copyrights and Copyright Agents: We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our 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 interest;
b. A description of the copyrighted work that you claim has been infringed;
c. A description of where the material that you claim is infringing is located on the 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 owner or authorized to act on the copyright owner’s behalf. Our Copyright Agent for Notice of claims of copyright infringement on the Site can be reached by directing an e-mail to the Copyright Agent at firstname.lastname@example.org.
21. Additional information: The Site contains information and press releases about PFS. We disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.
23. Legal Compliance: You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the Content and Materials provided therein.
24. Law Enforcement: If required by law, we may provide any and all information we have about you to law enforcement or other government agencies, pursuant to a subpoena, warrant or other order by a court of competent jurisdiction. Where required by applicable law, we will require written documentation of the request, proof of the identity of the law enforcement official making the request, and we will take steps to authenticate the validity of the request. Any law enforcement or government agency request submitted with less than a court-issued order will be evaluated on a case-by-case basis according to the need and urgency, as well as the particular law enforcement agency making the request.
25. No Agency: You and PFS are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
27. Governing Law: These Terms will be governed by Texas law, without regard to the conflicts of law provisions of any jurisdiction. Any claims arising out of or in connection with these Terms will be subject to the exclusive jurisdiction only in the state courts in Williamson County, Texas or in the United States District Court for the District of Texas; each party irrevocably submits to the personal jurisdiction and venue of, and agrees to service of process issued or authorized by, any such court in any such action or proceeding. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY AND CLASS ACTION STATUS IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.
28. Arbitration: Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, Site operations, intellectual property, and our services, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of JAMS. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Georgetown, Texas, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or PFS may seek any interim or preliminary relief from a court of competent jurisdiction in Georgetown, Texas necessary to protect the rights or property of you and us pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through JAMS.
General: 29.1: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
29.2 Assignment: You agree that this Agreement and all incorporated agreements may be automatically assigned by us without your written consent, to a third party in the event of a merger or acquisition. You may not assign any of your rights hereunder without our prior approval.
29.3 Waiver: Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
29.4 Entirety: This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.
29.5 Refusal of Services: We reserve the right to refuse service to any person, player, league, or sponsor for any reason.
29.6 Disputes: All parties agree that this Agreement and the Services shall be governed solely by United States and Texas law, without regard to conflict of law provisions and any and all disputes, brought in the United States, arising from your use of the Services will be resolved solely through the Federal Courts located in the state of Texas.
30. Entire Agreement: These Terms, and documents incorporated herein, comprise the entire agreement between us and you and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding its subject matter. If for any reason any provision of these Terms is found unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected in that provision, and the remainder of the Terms shall continue in full force and effect. Any failure of PFS, to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision. The Section and paragraph headings used in these Terms are purely for convenience and effect are for illustrative purposes only. In the event of termination of these Terms for any reason, you agree the following provisions will survive: the provisions regarding limitations on your use of Services, any license(s) you have granted to Professional Fantasy Sports™, any provisions concerning indemnification and/or disclaimers or limitation of liability, and all other provisions for which survival is equitable or appropriate.
31. Contact Us: For questions regarding the Site or the Services, e-mail email@example.com.
1530 Sun City Blvd., Suite 120-404
Georgetown, TX 78633
March 1, 2021