This Agreement was last revised on August 1, 2010.
1. Use of Our Site
Company grants you permission to use the Site as set forth in this Agreement, provided that: (i) you will not copy, distribute, or disclose any part of the Site in any medium; (ii) you will not alter or modify any part of the Site other than as may be reasonably necessary to use the Site for its intended purpose; and (iii) you will otherwise comply with the terms and conditions of this Agreement.
The Site does not currently provide for user registration. Regardless, you do not have to register in order to visit the Site. To access certain features of the Site in the future, it may be necessary to register and obtain an account. You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify FightMetric immediately of any breach of security or unauthorized use of your account. FightMetric is not liable for your losses caused by any unauthorized use of your account, and are liable for losses to the Company or others due to such unauthorized use.
You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. You agree not to collect or harvest any personally identifiable information, including account names, from the Site nor to use the communication systems provided by the Site for any commercial solicitation purposes. We reserve the right to bar any such activity.
Company may permanently or temporarily terminate, suspend, or otherwise refuse to permit you access to the Site without notice and/or liability, if, in our determination, you violate any portion of this Agreement, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (ii) taking any action that imposes, or may impose (determined at our discretion) an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Site; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Site; or, (vi) bypassing the measures we may use to prevent or restrict access to the Site. If your access to the Site is limited in this manner, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. You agree that FightMetric has no liability for your interactions with other Users or for any User’s action or inaction.
2. User Content
Some areas of the Site may allow Users to post feedback, comments, questions, and other information (“User Content”). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Site, and you agree that FightMetric acts only as a passive conduit for online distribution and publication of User Content.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights and rights of publicity and privacy. FightMetric reserves the right, but is not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates these provisions. You understand that publishing your User Content on the Site is not a substitute for registering it with the U.S. Copyright, the Writer’s Guild of America, or any other rights organization.
For the purposes of this Agreement, intellectual property rights include without limitation all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
We take no responsibility and assume no liability for any User Content that you or any other Users or third parties post or send over the Site. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Site is solely your responsibility. We are not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Company shall not be liable for any damages you allege to incur as a result of such User Content.
3. License Grant
By posting any User Content on the Site, you expressly grant, and you represent and warrant that you have a right to grant, to Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed for use in connection with the Site.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, personal license to use the Site. FightMetric reserves all rights in the Site not expressly granted in this Agreement. FightMetric may terminate this license at any time for any reason or no reason.
4. Our Proprietary Rights
Except for your User Content, the Site, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content, and all related intellectual property rights, are the exclusive property of FightMetric and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any materials or content accessible on the Site. Use of the Site for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our offerings. By submitting such information, you agree that your disclosure is gratuitous, unsolicited, and without restriction and that (a) it will not place Company under any fiduciary or other obligation, and (b) we are free to disclose the information on a non-confidential basis to anyone or otherwise use the information without any additional compensation to you. You acknowledge that, by accepting your submission, FightMetric does not waive any rights to use similar or related ideas previously known to FightMetric, developed by its employees, or obtained from sources other than you.
This Site is intended solely for Users who are thirteen (13) years of age or older, and any registration, use or access to the Site by anyone under thirteen is unauthorized, unlicensed, and in violation of this Agreement. FightMetric may terminate any account, delete any content or information posted on the Site, and/or prohibit you from using or accessing the Site (or any portion, aspect, or feature of the Site) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under thirteen. If you are under eighteen (18) years of age, you may use the Site only if you either are an emancipated minor or possess legal parental or guardian consent. You agree that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
For contests, including MMA Tournament Pick 'Em, all federal, state and local laws apply in the relevant country and the contest is void where prohibited or restricted by such laws, including but not limited to jurisdictions with laws that would require registration, disclosure, filing, trust account, or posting of a bond, or any other requirements, that are not satisfied by these terms and conditions.
If any provision of the relevant contest rules is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these rules shall otherwise remain in full force and effect and enforceable to the fullest extent permitted by applicable law. FightMetric reserves the right, in its sole discretion, to disqualify any individual violating the terms or rules of the contest. In the event of a winner’s non-compliance, the prize may be forfeited and awarded to an alternate winner or forfeit. If the prize notification is returned as undeliverable or unclaimed, the prize will be forfeited. By entering you agree to abide by and be bound by all of FightMetric's decisions relating to this contest, which are final and binding in all respects, including but not limited to FightMetric's determination of the winners.
You waive the right to assert as a cost of winning any prize, any and all costs of verification and redemption or travel to redeem said prize and any liability that might arise from redeeming or seeking to redeem said prize. Your odds of winning depend upon the number of entries.
We have implemented commercially reasonable technical and procedural measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee complete security, and you acknowledge that you provide your information at your own risk.
8. Digital Millennium Copyright Act Notice
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Site, please notify FightMetric as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the DMCA, you must provide the following information in writing:
Send the above information to email@example.com.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying FightMetric and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with FightMetric’s rights and obligations under the DMCA but do not constitute legal advice.
In accordance with the DMCA and other applicable law, FightMetric has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, Users who are deemed to be infringers.
9. Third-Party Websites, Advertisers or Sites, Beacons
Additionally, we use third-party advertising companies to serve advertisements when you visit our Site. The third-party advertising technology that we use on this Site uses information derived from your visits to this site to target advertising within this Site. In addition, our advertisers may use other third-party advertising technology to target advertising on this Site and other websites. In the course of advertisements being served to you, a unique third-party cookie or cookies may be placed your browser. In addition, it maybe the case that we use web beacons, provided by third-party advertising companies, to help manage and optimize our online advertising. Web beacons may enable us to recognize a browser’s cookie when a browser visits this site, to learn which banner ads bring users to our Web site and to deliver more relevant advertising.
You agree to defend, indemnify and hold harmless Company and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your account; or (vi) any other party’s access and use of the Site with your unique username, password or other appropriate security code.
11. No Warranty
THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SITE IS AT YOUR OWN RISK. THE SITE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, COMPANY, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SITE WILL MEET YOUR REQUIREMENTS; THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SITE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE COMPANY SITE OR ANY HYPERLINKED WEBSITE OR SITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SITES.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS,
MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING
FROM YOUR ACCESS TO AND USE OF OUR SITE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND
ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (V)
ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY; (VI)
ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT
POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SITE; AND/OR (VII) USER CONTENT OR THE
DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, DIRECTORS,
EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR
COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Site is controlled and operated from facilities in the United States. Company makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction.
A. Governing Law. You agree that: (i) the Site shall be deemed solely based in the District of Columbia; and (ii) the Site shall be deemed a passive one that does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than the District of Columbia. This Agreement shall be governed by the internal substantive laws of the the District of Columbia, without respect to its conflict of laws principles. Any claim or dispute between you and Company that arises in whole or in part from the Site shall be decided exclusively by a court of competent jurisdiction located in the District of Columbia unless submitted to arbitration as set forth in the following paragraph.
B. Arbitration. For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
C. Notification Procedures. Company may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Company in our sole discretion. Company reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.
D. Entire Agreement/Severability. This Agreement, together with any other legal notices and agreements published by Company via the Site, shall constitute the entire agreement between you and Company concerning the Site. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
E. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of
such term or any other term, and Company’s failure to assert any right or provision under this Agreement shall not
constitute a waiver of such right or provision.