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Terms of Use

Effective Date: December 12, 2018

Welcome to the PrimeSport web site (www.primesport.com) operated by PrimeSport, LLC (“PS”, “we”, “our” or “us”) (the “PS Web Site(s)”). These terms and conditions of use (the “Terms of Use”) constitute an agreement between you (“you”, “your” or “User”) and PS. PLEASE READ THESE TERMS OF USE AND OUR PRIVACY POLICY CAREFULLY BEFORE USING THE PS WEB SITES.

The PS Web Sites are offered to you conditioned on your acceptance without modification of these Terms of Use. By accessing the PS Website or using any part of the PS Website or any content or services on the PS Website, you unconditionally agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, please do not use the PS Websites. We reserve the right, at our discretion, to change, modify, add, or remove portions of these terms at any time. Please check these terms periodically for changes. Your continued use of the PS Web Site following the posting of changes to these terms will mean you accept those changes. The most current version of these Terms of Use will be available on the PS Website and will supersede all previous versions. You can determine when we last changed these Terms of Use by referring to the “Effective Date” notation at the top of this page. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. We may at any time, in our sole discretion and without prior notice or liability, modify or alter any aspect of the PS Website. Your use of a particular PS Web Site may also be subject to additional terms, codes of conduct or guidelines that govern use of those sites, including without limitation, particular features or offers (for example, contests, ticket purchasing or chat areas), and that are outlined on that PS Web Site (the “Additional Terms “). In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any particular PS Web Site, then these terms shall control.

You affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. The following are the terms and conditions for use of the PS Web Sites. These Terms of Use applies to the PS Web Sites and does not apply to the content of third parties. Although links to other websites may be available from the PS Website, you acknowledge and agree that we are not responsible or liable under any circumstance for such external sites or resources, and do not endorse any content, advertising, products, or other materials on or available from such websites or resources.

1. PS Web Site Accounts.

If a particular PS Web Site or any product or service offered on any PS Web Site (each a “PS Site/Service “, and collectively “PS Web Sites/Services” or “PS Websites/Services”) requires you to open an account, you must complete the registration process by providing PS with current, complete and accurate information as prompted by the applicable registration form. You then will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account, and for any and all activities that occur under your account. You agree to notify PS immediately of any unauthorized use of your account or any other breach of security. PS will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by PS or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the express permission of the account holder. In addition, we reserve the right, at any time and in our sole discretion, and without any notice or liability, to terminate your password, user account and its contents, refuse to permit you to post or remove any postings to the PS Website/Services, and/or access to any part of the PS Website/Services. You agree that any termination or cancellation of your access to, or use of, the PS Website/Services may be effected without prior notice, and that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, the PS Website/Services or your user account. It is our policy to respect the privacy of all customers and users of the PS Web Sites. PS may use the information we collect from you in a variety of ways, subject to the terms of our Privacy Policy.

2. Content Ownership; Limited License; Restrictions

You acknowledge that the PS Website/Services contains, or may in the future contain, content, including, without limitation, media and materials, software, code, design, text, images, photographs, illustrations, audio and video material, media files, artwork, graphic material, articles, databases, proprietary information, writings, spoken statements, music, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, copyrights, logos, domain names, trade names, service marks, patents and all copyrightable or otherwise legally protectable material (including source and object code) and/or any other form of intellectual property, including, without limitation, the selection, sequence and ‘look and feel’ and arrangement of items, and all derivative works, translations, adaptations or variations of same, regardless of the medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in black-and-white or in colors, alone or in conjunction with other work, characters, real or imaginary, in any part of the world (collectively, “Content“) that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. PS or its partners and affiliates own, have been licensed and/or retain all proprietary rights to the PS Website and the Content. Unless the context clearly requires otherwise or we explicitly say so in writing, the terms” PS Website” and “PS Websites/Services” includes “Content” as well.

You are authorized to access the Content and are granted a limited license to use the materials contained on the PS Web Sites solely for your limited personal, non-commercial, non-exclusive, non-assignable and non-transferable use, and provided all copyright, trade mark and other proprietary notices are left intact. In all cases, PS must be acknowledged as the source of the Content. Use of the Content on any other Internet site is strictly prohibited. The grant of this limited license is conditional upon your agreement to and full compliance with these Terms of Use. The Content is the property of PS or its licensors and is protected by copyright and other intellectual property laws. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell the Content and/or any information, software, products or services obtained from the PS Web Sites/Services, in whole or in part, without the express prior written consent of PS. You acknowledge that PS retains exclusive ownership of the Content and the PS Web Sites/Services and all intellectual property rights associated therewith. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trademarks or trade secrets with respect to the PS Web Sites/Services or their contents, and PS reserves all rights not expressly granted hereunder. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE CONTENT IS STRICTLY PROHIBITED. Any unauthorized or prohibited use of any Content, other than as permitted by these Terms of Use will constitute a violation of these Terms of Use and may constitute copyright and/or patent infringement and may subject you to civil liability, criminal prosecution, or both.

3. Eligibility

The PS Website/Services are offered and made available only to users thirteen (13) years of age or older who reside in the United States of America, its territories and possessions (“U.S.”) and certain features on this Website may be subject to heightened age and/or other eligibility requirements. You represent and warrant either that you are eighteen (18) years of age or older, or if you are under the age of eighteen (18) that you are at least thirteen (13) and are accessing the PS Website/Services with the knowledge and consent of your parent or legal guardian, who will also be deemed to have agreed to these Terms of Use. If you are not yet thirteen (13) years old, are at least thirteen (13) years old but are not yet eighteen (18) years old and have not obtained the knowledge and consent of your parent or legal guardian, do not reside in the U.S., and/or do not meet any other eligibility requirements, please discontinue using the PS Website/Services immediately or, if for any reason, you do not agree with all of the terms and conditions contained in these Terms of Use, please discontinue using the PS Website/Services immediately.

4. Communication Services.

The PS Web Sites/Services may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable you to communicate with others (collectively, “Communication Services “). You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By using the Communication Services on the PS Web Sites, you expressly agree to adhere to the prohibitions herein. We reserve the right to remove or edit content from the Communication Services at any time and for any reason. By uploading materials to any forum or submitting any materials to us, you automatically grant (or warrant that the owner of such materials expressly granted) us a perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the universe. In addition, you warrant that all so-called “moral rights” in those materials have been waived.

When participating in the Communication Services, never assume that people are who they say they are, know what they say they know, or are affiliated with whom they say they are affiliated with in any chat room, message board, or other user-generated content area. Information obtained in the Communication Services may not be reliable, and it is not a good idea to trade or make any investment decisions based solely or largely on information you cannot confirm. We cannot be responsible for the content or accuracy of any information, and shall not be responsible for any trading or investment decisions made based on such information. PS has no obligation to monitor the Communication Services. However, PS reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion at any time, without notice, for any or no reason whatsoever. PS reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any or no reason whatsoever. PS reserves the right at all times to disclose any information as PS deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in PS’s sole discretion. Always use caution when giving out any personally identifiable information about yourself or your children in any Communication Service. PS does not control or endorse the content, messages or information found in any Communication Service and, therefore, PS specifically disclaims, and you hereby agree to release and hold PS harmless from, any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized PS spokespersons, and their views do not necessarily reflect those of PS. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination, you are responsible for adhering to such limitations if you download the materials.

5. No Unlawful Or Prohibited Use.

As a condition of your use of the PS Web Sites/Services, you will not use the PS Web Sites/Services for any purpose that is unlawful or prohibited by these Terms of Use or causes damage to any third party. You agree to use the PS Web Sites/Services and/or the Communication Services only as expressly detailed herein. We reserve the right to investigate and take appropriate legal action, in our sole discretion, against anyone who violates these Terms of Use, including, without limitation, removing the offending communication from the PS Website and/or Communication Service and terminating the membership, if any, of such violators. By way of example, and not as a limitation, you agree that when using the PS Web Sites/Services or Communication Services, you will not:

• defame, abuse, harass, harm or threaten others;

• make any bigoted, hateful, or racially offensive statements;

• advocate illegal activity or discuss illegal activities with or without the intent to commit them or cause injury or property damage to any person;

• post or distribute any material that infringes and/or violates any right of a third party or any law;

• post or distribute any material that you do not have a right to transmit either by law or under a contractual or fiduciary agreement or other arrangement;

• post or distribute any vulgar, obscene, discourteous, or indecent language or images;

• do anything that is, or can be considered, harmful to minors in any way;

• advertise or sell to or solicit others;

• use the PS Web Sites or Communication Services for commercial purposes of any kind;

• post or distribute any software or other materials that contain a virus or other harmful component;

• solicit passwords or personal identifying information for commercial or unlawful purposes from other users;

• post material or make statements that do not generally pertain to the designated topic or theme of any Communication Service;

• restrict or inhibit any other user from using and enjoying the services or features of the PS Web Sites/Services;

• forge headers or otherwise manipulate identifiers in order to disguise the origin of any content displayed by, or transmitted over, the PS Web Sites;

• upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose;

• use the PS Web Sites to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

• interfere with or disrupt any servers or networks used to provide the PS Web Sites or its features, or disobey any requirements, procedures, policies or regulations of the networks we use to provide the PS Web Sites;

• divert users to another site or prohibited diversion of traffic to another site;

• gain, or attempt to gain, unauthorized access to the PS Web Sites, or any account, computer system, or network connected to the PS Web Sites, by means such as hacking, password mining, decompiling or reverse engineering to access source code, or other illicit means;

• do anything that might affect us adversely or reflect negatively on us, the PS Website/Services, the “marks” (as defined below) and/or the Content, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of the PS Website/Services, or from advertising, linking or becoming a partner with us;

• do anything that is in violation of any applicable local, state, federal and/or international law;

• obtain or attempt to obtain any materials or information through any means not intentionally made available through the PS Web Sites; or

• gather and/or share for marketing purposes any email addresses or other personal information that has been posted by other users of the PS Web Sites.

6. Materials Provided To PS Or Posted At Any PS Web Site.

PS does not claim ownership of the materials you provide to PS or post, upload, input or submit to any PS Site/Service or its associated services for review by the general public, or by the members of any public or private community, including, without limitation, any information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles and other materials (each a “Submission” and collectively “Submissions“). However, by posting, uploading, inputting, providing or submitting (“Posting“) your Submission, you are granting PS, its affiliated companies and necessary sublicensees and assigns a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license (as well as consent) to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform and display any such Submission (in whole or in part and with or without the use of your name) worldwide and/or to incorporate such Submission in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights that may exist in such Submission in connection with the operation of their businesses (including, without limitation, all PS Web Sites/Services), including, without limitation, the license rights to publish your name in connection with your Submission; and the right to sublicense such rights to any supplier of a PS Site/Service. No compensation will be paid with respect to the use of your Submission, as provided herein. PS is under no obligation to post or use any Submission you may provide and PS may remove any Submission at any time in PS’s sole discretion for any or no reason with or without prior notice.

By Posting a Submission you warrant and represent that (a) you own or otherwise control all of the rights to your Submission, including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions; (b) you will not submit material unless you are the owner of the copyrights, applicable trade secrets or other proprietary rights and any other rights including, without limitation, rights of privacy or publicity, or you have permission from the rightful owner of such rights to post the material and to grant PS all of the licenses and rights required to be granted herein; (c) you will not, in connection with Submissions, submit material that is inappropriate or contrary to applicable law or regulations; (d) the Submission does and will not, in any way, violate or breach and of the terms or conditions of these Terms of Use; (e) the Submission does not contain libelous, tortious, or otherwise unlawful information, infringe or violate any copyright, privacy right, publicity right or any other right of any person or entity, or contain any matter the publication or sale of which will violate any law, regulation or other governmental requirement or restriction, (f) the Submission is not obscene or in any other manner unlawful, (g) the Submission shall not be damaging or injurious to PS or its partners or affiliates, or any user, (h) we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of the Submission, (i) the Submission does not violate any person’s so-called “moral rights” or other similar or analogous rights under any applicable laws in any country or region of the world; and (j) if your Submission incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that you have the right to place such Submission in the public domain and grant PS the right to use such Submission as described above.

7. Notifications Of Material That Violates Third Party Rights.

We take protection of copyrights, both our own and others, very seriously. We therefore employ multiple measures to prevent copyright infringement over the PS Website and to promptly end any infringement that might occur. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. We reserve the right to terminate membership and/or user privileges of any member or user who we believe infringes upon the intellectual property rights of others.

The Digital Millennium Copyright Act of 1998 provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you are the owner of a copyright or other proprietary rights or an agent thereof and believe that any Submission or other content infringes upon your rights, you may submit a notification by providing us with the following information in writing:

• a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• identification of the right claimed to have been infringed;

• identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit PS to locate the material;

• information reasonably sufficient to permit PS to contact you, such as an address, telephone number, and, if available, an electronic mail address;

• a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner of such rights or the law; and

• a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

• You acknowledge that if you fail to comply with all of the requirements of these Terms of Use, your notice may not be valid.

If your Submission was removed and you believe it was not infringing or offensive, you may send a counter-notice containing the following information to PS:

• your physical or electronic signature;

• identification of the content that has been removed and the location at which the content appeared before it was removed;

• a statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and

• your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of any federal court in the Commonwealth of Pennsylvania and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received, PS may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, after receipt of the counter-notice, at PS’s sole discretion.

8. DISCLAIMERS

THE PS WEBSITE AND ITS CONTENTS ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BY WAY OF EXAMPLE BUT NOT LIMITATION, AS TO ANY IMPLIED WARRANTY OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATABILITY, SECURITY AND/OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. IN ADDITION, PS DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION AND/OR FACILITIES ON OR ACCESSIBLE VIA THE PS WEBSITE ARE ACCURATE, COMPLETE OR CURRENT, OR THAT THE PS WEBSITE WILL BE FREE OF DEFECTS, INCLUDING, BUT NOT LIMITED TO, VIRUSES OR OTHER HARMFUL ELEMENTS. THE USER OF THE PS WEBSITE ASSUMES ALL COSTS ARISING AS A RESULT OF THE USE OF THE PS WEBSITE. PS MAKES NO WARRANTY THAT THE PS WEBSITE AND/OR ANY PS SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

WE LIKEWISE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THIS WEBSITE. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THIS WEBSITE ARE PROVIDED “AS IS”, EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A SEPARATE AGREEMENT ENTERED INTO BETWEEN YOU AND US OR BETWEEN YOU AND A THIRD PARTY.

YOU AGREE THAT USE OF THIS WEBSITE IS AT YOUR OWN RISK. ALTHOUGH WE TRY TO ENSURE THAT THE INFORMATION POSTED ON THIS WEBSITE IS ACCURATE AND UP-TO-DATE, WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION (INCLUDING PRICING) AT ANY TIME. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, TIMELINESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THIS WEBSITE, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THIS WEBSITE. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS, SUPPORT DOCUMENTATION, BY OUR CUSTOMER SERVICE AND SUPPORT AGENTS, AND OTHERWISE ON THE WEBSITE OR IN CORRESPONDENCE WITH US OR OUR AGENTS. WE ARE NOT RESPONSIBLE FOR ANY CONTENT OR MATERIALS POSTED TO OUR WEBSITE BY USERS, NOR FOR DISPUTES BETWEEN USERS, OR BETWEEN USERS AND THIRD PARTIES.

THESE DISCLAIMERS APPLY TO US AND OUR AFFILIATED AND RELATED COMPANIES AS WELL AS THIRD PARTIES THAT ARE INVOLVED IN THE CREATION, PRODUCTION OR DISTRIBUTION OF THE WEBSITE, AND ANY OF THEIR EMPLOYEES AND AGENTS.

While we try to provide accurate information on the PS Web Sites, we explicitly disclaim any responsibility for the accuracy, content, or availability of information found on the PS Web Sites or sites that link to or from the PS website. We cannot ensure that you will be satisfied with any products or services that you purchase from a third-party site that links to or from the PS website or third-party content on our sites. We do not endorse any of the merchandise, nor have we taken any steps to confirm the accuracy or reliability of, any of the information contained in such third-party sites or content. We do not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third-party, and you hereby irrevocably waive any claim against us with respect to such sites and third-party content. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. Please let us know if you discover any inaccuracy in our website content.

FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE PS WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.

9. LIMITATION OF LIABILITY.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, NEITHER PS NOR ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, PARENTS, OWNERS, MEMBERS, EMPLOYEES, AFFILIATES, LICENSORS, PARTNERS, SUBSIDIARIES, ASSIGNS, ADVERTISERS, SERVICE PROVIDERS, SPONSORS, SUPPLIERS, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVEY, THE “RELEASEES“) WILL BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (WHETHER DIRECT OR INDIRECT, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, AND WHETHER CAUSED BY NEGLIGENCE OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, IN CIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, LOSS OF DATA, INCOME, PROFIT OR OPPORTUNITY, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES (EVEN IF PS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH LOSS OR DAMAGES WERE REASONABLY FORESEEABLE) ARISING OR RESULTING IN ANY WAY FROM OR IN CONNECTION WITH (A) YOUR USE OR INABILITY TO USE THE PS WEBSITE AND/OR THE MATERIALS IN AND/OR FACILITIES OR SERVICES OFFERED THROUGH THE PS WEBSITE, (B) THE USE OF ANY CONTENT, MATERIAL OR SERVICES WE PROVIDE, (C) STATEMENTS OR CONDUCTS OF ANY MEMBER OR OTHER THIRD PARTY ON THE PS WEBSITE, OR (D) OR ANY OTHER MATTER RELATING TO OUR WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THIS CLAUSE IS UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION DUE TO RELEVANT LAWS, THEN IN NO EVENT SHALL THE TOTAL LIABILITY TO YOU OF THE RELEASEES FOR ALL DAMAGES, LOSSES, AND CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE PS WEBSITE. NOTHING IN THIS CLAUSE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.

10. Indemnification

You agree to defend, indemnify and hold harmless the Releasees from and against any and all liabilities, claims, alleged claims, demands, causes of action, judgments, losses, damages, costs and expenses, including attorneys’ fees arising out of, in connection with or relating to: (a) your use of the PS Web Sites/Services; (b) any material you post, upload, e-mail or otherwise transmit to or using the PS Web Sites/Services, including, without limitation, any Submissions; (c) any misrepresentation made by you; and/or (d) your violation, breach or alleged violation or breach of these Terms of Use, including, without limitation, your obligations, representations and warranties set forth herein. You agree to cooperate fully and as reasonably required in our defense of any claim. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such matter without our prior written consent.

11. Termination/Access Restriction

You agree not to interfere (or permit the use of your account, if any, by a third party to interfere) with the normal processes or use of the PS Website/Service by other members, including without limitation, by attempting to access administrative areas of the PS Website. You agree to report any violation of these Terms of Use by others that you become aware of. PS reserves the right, in its sole discretion, to terminate your access to any or all PS Web Sites/Services and the related services or any portion thereof at any time, without notice. PS may also terminate or suspend your access to PS Web Site/Service(s) for inactivity, which is defined as failing to log into a particular service for an extended period of time, as determined by PS. Upon termination of the PS Site/Service, your right to use the PS Web Site/Service immediately ceases. PS shall have no obligation to maintain any content or to forward any unread or unsent messages to you or any third party.

PS will immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, because damages are often difficult to quantify, if actual damages cannot be reasonably calculated, then you agree to pay PS liquidated damages of $5 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with your account, otherwise you agree to pay PS’s actual damages, to the extent such actual damages can be reasonably calculated.

12. Links To Third Party Sites.

The PS Web Sites/Services may contain, incorporate or provide access to third party software applications and services, content made available by third parties, and links to third party Web sites (each, a “Linked Site” and collectively, the “Linked Sites “). The Linked Sites are not under the control of PS, and PS is not responsible or liable for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. PS is not responsible for webcasting or any other form of transmission received from any Linked Site nor is PS responsible or liable if the Linked Site is not working appropriately. PS is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by PS of the site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites.

Any dealings with third parties (including without limitation producers, promoters, artists, ticketing companies, hotels, travel companies, advertisers, mobile application providers, etc.) included within the PS Web Sites/Services or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the applicable third party. PS shall not be responsible or liable for any part of any such dealings or promotions.

In addition, other sites may link to the PS Website with or without our authorization, and we may block any links to or from the PS Website. YOUR ACCESS TO AND USE OF THIRD PARTY WEB SITES, APPLICATIONS, CONTENT AND RESOURCES IS AT YOUR OWN RISK. If you link to the PS Website, we require that you follow these guidelines. The link to the PS Website must not damage, dilute or tarnish the goodwill associated with any of our names, “marks” (as defined below) and/or other intellectual property, nor may the link create the false appearance that your website and/or organization is sponsored, endorsed by, affiliated and/or associated with PS. You may not “frame” the PS Website or alter its intellectual property or Content in any other way. You may not link to the PS Website from a site that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is otherwise deemed inappropriate, as determined by us in our sole discretion. We reserve the right, in our sole discretion, to terminate a link with any website for any reason or no reason at all, including, without limitation, any website that we deem to be inappropriate or inconsistent with or antithetical to the PS Website and/or these Terms of Use.

13. Wireless

You will only receive PS text alerts when you request them by entering a mobile promotion, which includes but is not limited to any contest, sweepstakes, or offer for products sponsored by PS or its affiliates. Standard/other text messaging rates apply, according to your individual rate plan provided by your wireless carrier. Check with your wireless carrier or review the terms of your wireless plan for details. Under no circumstances will the Releasees be responsible for any text messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number as a result of a promotion.

14. Information for International Users

This website is operated from the United States, and should not be accessed from any location where it would violate local laws to do so. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct. Specifically, you agree to comply with all applicable laws regarding the transmission of data exported from the United States or the country in which you reside.

15. Governing Law, Disputes, Including Mandatory Arbitration and Class Action Waiver

PS cares deeply about maintaining a good relationship with its customers. If you have any issue with the use of the PS Website ("Dispute"), a telephone call to PS’s customer service department will, in all likelihood, resolve the Dispute quickly and amicably; however, there may be instances when a Dispute requires special attention. In such instances, PS is committed to working with You to reach a reasonable resolution that satisfies both parties. PS can only do so once You bring the Dispute to PS’s attention. Therefore, for any Dispute that You may have with PS, You acknowledges and agrees to first give PS a reasonable opportunity to resolve the Dispute. Therefore, You shall first send a written description of the Dispute to: PrimeSport, LLC, 805 Third Avenue, 31st Floor, New York, New York 10022, Attention: Legal Department. Furthermore, You agree to negotiate resolution of the Dispute in good faith for no less than sixty (60) days after providing notice thereof. If PS does not resolve the Dispute within sixty (60) days from receipt of notice thereof, the parties with may pursue a claim in arbitration pursuant to the following terms: You agree that the sole and exclusive forum and remedy for any Dispute or claims against the Released Parties that cannot be resolved informally and that relate in any way to or arise out of the Package or this Agreement, shall be final and binding arbitration, except to the extent that You have in any manner infringed upon or violated or threatened to infringe upon or violate any Released Parties’ or any third party patent, copyright, trademark, trade secret, privacy or publicity rights, in which case You acknowledges that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought by the Released Party and/or the applicable third party(ies). The parties hereto acknowledge that this Agreement affects interstate commerce and that the Federal Arbitration Act ("FAA") and federal arbitration law apply to arbitrations hereunder (despite any other choice of law provision). Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA"). For claims of less than $75,000, the AAA’s supplementary procedures for consumer-related disputes ("Supplementary Procedures") shall apply including the schedule of arbitration fees set forth in section c-8 of the Supplementary Procedures; for claims exceeding $75,000, the AAA’s commercial arbitration rules and relevant fee schedules for non-class action proceedings shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Furthermore, if Your claims do not exceed $75,000 and You have provided notice to and negotiated in good faith with PS as described above, if the arbitrator finds that You are the prevailing party in the arbitration, You will be entitled to recover reasonable attorneys’ fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to PS or You. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be binding and final, except for any right of appeal provided by the FAA and may be entered in any court having jurisdiction over the parties for purposes of enforcement. The parties hereto shall initiate arbitration in New York County, New York. This section shall survive any termination of this Agreement or the provision of the associated benefits or services to You. The parties agree that any Dispute or claim filed in small claims court are not subject to the arbitration terms contained herein.

JURY AND CLASS ACTION WAIVER. BOTH PARTIES AGREE THAT, WHETHER ANY CLAIM IS IN ARBITRATION OR IN COURT, TO WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES BETWEEN US. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION, UNLESS BOTH YOU AND THE ENTITY WITH WHICH YOU HAS A DISPUTE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. FURTHERMORE, YOU AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY DISPUTE, CLAIM OR CAUSE OF ACTION THAT YOU MAY HAS ARISING OUT OF OR RELATED TO THIS AGREEMENT, MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ACCRUED OR BE PERMANENTLY BARRED.

UNDER CALIFORNIA CIVIL CODE SECTION 1789.3, CALIFORNIA YOU’S ARE ENTITLED TO THE FOLLOWING SPECIFIC CONSUMER RIGHTS NOTICE: THE COMPLAINT ASSISTANCE UNIT OF THE DIVISION OF CONSUMER SERVICES OF THE CALIFORNIA DEPARTMENT OF CONSUMER AFFAIRS MAY BE CONTACTED IN WRITING AT 1625 NORTH MARKET BLVD., SUITE N 112, SACRAMENTO, CA 95834, OR BY TELEPHONE AT (916) 445-1254 OR (800) 952-5210.

THIS AGREEMENT AND ANY DISPUTE ARISING HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES. NOTWITHSTANDING THE ARBITRATION AGREEMENT, EACH PARTY CONSENTS TO EXCLUSIVE JURISDICTION AND VENUE IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, UNLESS NO FEDERAL JURISDICTION EXISTS, IN WHICH CASE EACH PARTY CONSENTS TO EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, STATE OF NEW YORK. THE PARTIES WAIVE ALL DEFENSES OF LACK OF PERSONAL JURISDICTION AND FORUM NONCONVENIENS. PROCESS MAY BE SERVED ON EITHER PARTY IN THE MANNER AUTHORIZED BY APPLICABLE LAW OR COURT RULE. IN ANY ACTION OR SUIT TO ENFORCE ANY RIGHT OR REMEDY UNDER THIS AGREEMENT OR TO INTERPRET ANY PROVISION OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES. EACH OF THE PARTIES HEREBY ACKNOWLEDGES AND CONFIRMS THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. CERTIFIED RETURN RECEIPT REQUESTED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN THE STATE WITH RESPECT TO ANY MATTERS FOR WHICH IT HAS SUBMITTED TO JURISDICTION PURSUANT HERETO AND WILL TO THE FULLEST EXTENT ENFORCEABLE BY LAW, BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO IT. BOTH PARTIES AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES ARISING HEREUNDER.

16. Miscellaneous.

These Terms of Use (together with our Privacy Policy) represent the entire understanding and agreement between you and PS relating to the subject matter herein governing the use of the PS Websites and supersede any and all prior or other arrangements, negotiations, discussions, statements, understandings or agreements whether oral or written, and shall not be modified except in writing, signed by PS. Any waiver of any provision of these terms must be in writing signed by PS to be valid. A waiver of any provision hereunder shall not operate as a waiver of any other provision, or a continuing waiver of the same provision in the future. If any court of competent jurisdiction finds any provision of these terms to be void or unenforceable for any reason, then such provision shall be ineffective to the extent of the court’s finding without affecting the validity and enforceability of any remaining provisions. We will determine your compliance with these Terms of Use in our sole discretion and its decision shall be final and binding. Any violation of these Terms of Use may result in restrictions on your access to all or part of the Website and may be referred to law enforcement authorities. We reserve the right to modify or discontinue this Website, or any portion thereof without notice to you or any third party. Upon termination of your membership or access to the Website, or upon demand by us, you must destroy all materials obtained from this Website and all related documentation and all copies and installations thereof. You are advised that we will aggressively enforce our rights to the fullest extent of the law. The section titles in these Terms of Use are for your convenience only and do not have any legal or contractual effect.

COPYRIGHTS / TRADEMARKS. PrimeSport, LLC. All brands, names, logos, trade names, copyrights, service marks and trademarks and other distinctive identifications (collectively, the “marks”) on or of the PS Website/Services are owned by PS and/or its related entities, affiliates or partners or are used under license. All rights reserved. The marks are protected by copyright and trademark and you shall not use the marks, or any confusingly similar marks, for any purpose whatsoever without the express prior written consent of PS or otherwise as contemplated in this Agreement. Reproduction, duplication, distribution, derivative works, and other unauthorized copying or use of stills, audio, video footage, or any other materials contained in the PS Website/Services are expressly prohibited.

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