BRAND AFFINITY TECHNOLOGIES, INC. - WEBSITE TERMS OF USE
Last Updated: November 25, 2013

PLEASE READ THESE WEBSITE AND SERVICES TERMS OF USE CAREFULLY. BY CLICKING "ACCEPT" AND ACCESSING OR USING THIS WEBSITE AND THE SERVICES PROVIDED THEREIN, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE ANY PORTION OF THIS WEBSITE OR THE SERVICES.

Website and Services Terms of Use

These terms and conditions of website and services use ("Terms of Use") apply to your use of this website and platform (the "Site") and the services provided therein. These Terms of Use are in addition to, and do not modify, the terms or conditions of any written agreement you may have with Brand Affinity Technologies, Inc. or any terms and conditions specific to certain uses of this Site that you must affirmatively accept before proceeding with such use, each of which shall control over these Terms of Use in the event of any conflicting terms. Certain information about you and that you provide are subject to our Privacy Policy, which can also be reached by clicking the "Privacy Policy" link located in the footer section of the Site, and is incorporated by reference to these Terms of Use ("Privacy Policy"). By accessing or using this Site, you accept these Terms of Use on your own behalf and on behalf of any entity for whom you are accessing or using this Site.

Ownership

This Site is owned by Brand Affinity Technologies, Inc. ("BAT"). All of the content available on this Site, including but not limited to text, graphics, data, statistics, photographs, audio files, video, software and User Generated Content (as defined below) (collectively, "Content") is owned by BAT or its licensors or content providers. BRAND AFFINITY TECHNOLOGIES, the BAT logo, fantapper, the fantapper logo, printroom, fanphotos, Fanoramic and @BAT are trademarks and/or service marks of BAT and may not be used without BAT's prior written permission.

The name of each team or league names, logos, symbols, insignias, emblems, designs, uniforms, trademarks, and other identifications of a team or league, the team mascot and team dance team, and other similar items (collectively, "Team Brand Assets" or "League Brand Assets" as applicable) are owned by and used with permission from such team or league or their rights holders.

The name of each athlete, his or her voice, likeness and rights of publicity and privacy, and all nicknames, biographical information, and/or other identifying features ("Athlete Brand Assets") are owned by and used with permission from such athletes or their rights holders.

The name of each celebrity, his or her voice, likeness and rights of publicity and privacy, and all nicknames, biographical information, and/or other identifying features ("Celebrity Brand Assets") are owned by and used with permission from such celebrities or their rights holders.

The Team Brand Assets, League Brand Assets, Athlete Brand Assets, and Celebrity Brand Assets are referred to in these Terms of Use as the "Talent Brand Assets" and the team, league, athlete and celebrity are referred to in these Terms of Use as the "Talent."

Certain statistical information is owned and provided under license by SportsDirect Inc.

The Content and Talent Brand Assets are protected by laws governing copyright, trademark, rights of privacy or publicity, and other intellectual property rights.

Use of the Site

You must register to use portions of this Site.

Certain services available on this Site or related services will require you to affirmatively accept additional terms and conditions specific to those services before proceeding with the use of such services. The acceptance of those additional terms and conditions will constitute a written agreement between you and BAT and/or the applicable licensor or content provider.

You may access and use our Site solely for your personal, noncommercial use. Except as expressly authorized hereunder, our Site may not be reproduced, duplicated, copied, sold, resold, reverse-engineered or otherwise exploited for any commercial purpose without our prior written authorization. Subject to and conditioned upon your compliance with these Terms of Use, we grant to you a non-exclusive, non-transferable, limited right and license, without right of sublicense, to access and use our Site, including any images, text, graphics, sounds, data, links and other materials incorporated into our Site (other than your User Generated Content as defined below), solely as made available by us and solely for your own personal purposes. You may not use this Site, or any Content or Talent Brand Assets, or any service for any purpose not expressly permitted by these Terms of Use or the terms of any written agreement governing the use of specific Content, Talent Brand Assets or services. Except as expressly authorized by these Terms of Use, you may not use, reproduce, distribute, modify, transmit or publicly display any portion of our Site, Content or Talent Brand Assets or create derivative works of any portion of such without our written consent.

While using any portion of our Site and services, you agree not to: (a) download (without purchase), print (including printing of “screen shots”), copy, re-transmit or use in any way any of the Content or Talent Brand Assets without a written agreement governing such Content or Talent Brand Assets or in violation of any such written agreement; (b) use any automated data gathering or extraction methods; (c) modify the Site or any Content or Talent Brand Assets or framing the Site or Content or Talent Brand Assets; (d) defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including, without limitation, others' privacy rights or rights of publicity; (e) impersonate any person or entity or use any fraudulent, misleading or inaccurate email address or other contact information; (f) restrict or inhibit any other user from using our Site and services, including, without limitation, by means of "hacking" or defacing any portion of our Site and services; (g) violate any applicable laws or regulations or any terms of these Terms of Use; (h) remove any copyright, trademark or other proprietary rights notices contained in or displayed on any portion of our Site and services; or (i) transmit any software or other materials that contain any viruses, worms, trojan horses, defects, or other destructive items.

BAT reserves the right, at any time in our sole discretion, to: modify, suspend or discontinue the Site or any service, content, feature or product offered through the Site, with or without notice; charge fees in connection with the use of the Site; modify and/or waive any fees charged in connection with the Site; and/or offer opportunities to some or all users of the Site. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site, or any service, content, feature or product offered through the Site.

Account Registration

You may not register on behalf of another person or entity unless you are expressly authorized by such person or entity to do so.

By maintaining an account to use the Site, you agree to: (a) provide accurate and complete user information; (b) promptly update your user information when changes occur; (c) maintain the security of your user name and password; and (d) immediately notify BAT if you become aware of any unauthorized use of your account or other breach of security.

You agree that BAT may use or disclose any information about you obtained through your registration or from your use of this Site to comply with law, to respond to a subpoena, court order or other legal process, or to protect the rights or property of BAT or its customers, licensors or content providers.

BAT reserves the right to terminate your account at any time, without notice, for any reason, in BAT’s sole discretion.

Purchases

If you wish to purchase any products or services through our Site and services, we will ask you to supply certain information applicable to your purchase, including, without limitation, payment and other information. Any such information will be treated as described in our Privacy Policy. All information that you provide to us or our third party payment processor must be accurate, current and complete. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED TO INITIATE ANY TRANSACTION. You agree to pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanism) at the prices in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases. Verification of information applicable to a purchase may be required prior to our acceptance of any order.

Descriptions, images, references, features, content, specifications, products, price and availability of any products or services are subject to change without notice, and our current prices can be found on our Site. We make reasonable efforts to accurately display the attributes of our products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services on our Site at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item purchased through our Sites. By placing an order, you represent that the products ordered will be used only in a lawful manner. We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any product or service; limit or cancel quantities purchased per person, per household or per order; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all purchase(s); and/or to refuse to provide any user with any product or service. In the event we make a change to or cancel an order, we will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

User Generated Content

As a user of the Site, you may, via certain features of the Site, be allowed to submit, post, display or view user generated content on or through the Site ("User Generated Content"). You retain your rights to any User Generated Content you submit, post or display on or through the Site. By submitting, posting or displaying User Generated Content on or through the Site, you grant BAT and its designees a worldwide, non-exclusive, royalty-free, transferable, sublicensable, perpetual and irrevocable license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, distribute, make derivative works of and publicly display such User Generated Content in connection with the provision or production of any product or service you request through the Site, and/or for purposes for which you have given us permission. While you retain ownership of your User Generated Content, any template or layout in which you arrange or organize such User Generated Content through tools and features made available through our Site are not proprietary to you, and such template or layout will be our sole and exclusive property and/or the property of our partners from whom we license content.

You are responsible for your use of the Site, for any User Generated Content you submit to the Site, and for any consequences thereof. You agree not to submit or display User Generated Content that: (i) contains any information or content that we deem to be unlawful, fraudulent, 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, profane, obscene, pornographic or otherwise objectionable; (ii) contains any content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (iii) contain any images of a person who has current or remaining collegiate athletic eligibility, or any images that include the name, image, or likeness of any celebrity, public figure or individual who has not authorized the use of their name, image or likeness in connection with your use of the Site and services; or (iv) violates or will violate any third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. BAT reserves the right, but is not obligated, to reject and/or remove any User Generated Content that we believe, in our sole discretion, violates these Terms of Use. “Intellectual Property Rights” means all patent rights, copyright rights, mask work 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.

You understand that if you do not have the right to submit User Generated Content for such use, it may subject you to liability. BAT will not be responsible or liable for any use of your User Generated Content by BAT in accordance with these Terms of Use. In connection with your use of the Site and services, you represent and warrant that: (i) you have all the rights, power and authority necessary to grant the rights granted herein to any User Generated Content that you submit; (ii) you have the written consent of each and every identifiable natural person in the User Generated Content to use such person’s name or likeness in the manner contemplated by the Site and the Services and these Terms of Use, and each such person has released you from any liability that may arise in relation to such use or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual's parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request); (iii) your User Generated Content and BAT’s use thereof as contemplated by these Terms of Use and the Site will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights; (iv) the User Generated Content are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable; and (v) BAT may exercise the rights to your User Generated Content granted under these Terms of Use without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

You agree that we may (but are not obligated to) filter any User Generated Content (including, without limitation, deleting or replacing expletives or other harmful or offensive language), refuse to use any User Generated Content (including, without limitation, suspending processing and shipping of any order relating to any User Generated Content) and/or disclose any User Generated Content and the circumstances surrounding the use thereof, to any third party in order to provide the applicable products or services, to enforce these Terms of Use or to comply with legal obligations or governmental requests. We reserve the right, in our sole discretion and at any time, to set limits on the number and size of any User Generated Content sent by or received through our Site and services and/or the amount of storage space available for transmissions or for any feature made available through our Site.

Linking to Our Site

We generally do not object to links made from third party web sites to the home page of our Site. Links to our Site should use our name, Brand Affinity Technologies, but not our trademarks. Without our prior written consent, (a) you may not link to any page of our Site other than the home page and (b) links may not be presented in any way that suggests we control, endorse or recommend the third party site, its content or any goods or services offered by the third party. You may not link to this Site if we notify you in writing to remove links to this Site. You may not use metatags or any other hidden text incorporating our name or trademarks without our prior written consent.

Links to Third Party Sites

This Site may contain links to web sites that are owned or operated by third parties. Clicking on a link to a third party site will cause you to leave this Site. All third party links are provided to you as a convenience. Third party sites are not endorsed or controlled by us and we are not responsible for the content of or any goods or services available through any third party site. We reserve the right to terminate any link at any time. We disclaim any liability for third party sites.

When you leave this Site, please be aware that our Terms of Use do not govern any third party sites to which we link. You should review the applicable terms of use and policies, including privacy policies, of any third party site.

Errors, Inaccuracies and Omissions

Occasionally there may be information on our Site that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders if any information on the Site is inaccurate at any time without prior notice (including after you have submitted your order).

Notices of Alleged Infringement

We respect the intellectual property of others, and we ask you to do the same. If you believe your copyright, trademark, or other property rights have been infringed by the display of any Content, Talent Brand Assets, User Generated Content or other material on this Site, please send a written notification to our Designated Agent for Notices of Infringement:

Brand Affinity Technologies, Inc.
Attn: Notice of Infringement
101 Academy Way, Suite 110
Irvine, CA 92617
Phone: (949) 242-7980
Email: legal@brandaffinity.net

To be effective, the notification must be in writing and include:

Upon receipt of a valid notice of a claim of infringement, we may immediately remove the identified material from our Site without liability as provided in the Digital Millennium Copyright Act.

BAT may terminate the right to use this Site of any user who BAT believes may be infringing the intellectual property rights of BAT or any third party.

Indemnification

You agree to defend, indemnify and hold harmless BAT and its officers, directors, shareholders, employees, agents, contractors, affiliates, customers, licensors, and content providers against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or relating to (a) your (or anyone using your BAT account's) breach of these Terms of Use, (b) your (or anyone using your BAT account's) unauthorized use of any Content, Talent Brand Assets or User Generated Content, (c) your User Generated Content, (d) the infringement or misappropriation of any intellectual property right of any third party arising out of any User Generated Content submitted by you, (e) your activities in connection with obtaining any products or services from us, or (f) any activity related to access to or use of your account by you or any other person. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Disclaimer and Limitation of Liability

THIS SITE AND ITS CONTENT ARE PROVIDED “AS IS” AND BAT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CUSTOMERS, LICENSORS AND CONTENT PROVIDERS EXCLUDE AND DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE. THIS SITE IS NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. NOTE: CERTAIN APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NO STATEMENT OF BAT OR ANY OF OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES AND AFFILIATES SHALL CREATE ANY WARRANTY OTHER THAN THOSE EXPRESSLY CONTAINED IN THESE TERMS.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER BAT NOR ANY OF OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, OR AFFILIATES (THE "BAT PARTIES") SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, PROFITS, USE OR DATA), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, EVEN IF THE BAT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING IN ANY WAY TO OUR PROVISION OF (OR FAILURE TO PROVIDE) PRODUCTS OR SERVICES, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR SUBMISSIONS OR DATA, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT THE BAT PARTIES ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHERMORE, THE BAT PARTIES WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH PRODUCTS IS TO OBTAIN A REFUND, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH SERVICES IS TO STOP USING THE SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF THE BAT PARTIES ARISING OUT OF OR RELATING IN ANY WAY TO OUR PROVISION OF (OR FAILURE TO PROVIDE) PRODUCTS OR SERVICES SHALL BE THE ACTUAL PRICE PAID THEREFORE BY YOU. NOTE: CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

BAT uses reasonable efforts to ensure the accuracy of the Content, but makes no representations or warranties as to the accuracy of any Content.

Some jurisdictions do not permit the exclusion of implied warranties or certain limitations on liability. Some of the disclaimers or limitations above may not apply to you to the extent they are prohibited by law.

Governing Law

The laws applicable to the interpretation and enforcement of these Terms of Use shall be the federal law of the United States and the laws of California, without regard to any conflict of law provisions.

Disputes

In consideration of the potential high cost of litigation, not only in dollars but also in time and energy, both you and BAT agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to any transaction conducted on the Site, or the breach, enforcement, interpretation, or validity of this Terms of Use or any part of it ("Dispute"), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent

  1. to BAT at: Brand Affinity Technologies, Inc. Legal Department, 101 Academy Way, Suite 110, Irvine, CA 92617, Attn: General Counsel, or
  2. to you at: your last-used billing address or the billing and/or shipping address in your account.

Both you and BAT agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any litigation or filing any claim against the other party.

Any proceeding or action at law or in equity arising out of or relating to these Terms of Use shall be filed only in the state or federal courts located in California, County of Orange and/or the Southern District of California. You hereby consent to irrevocably submit to the exclusive jurisdiction and venue of, and agree that venue is proper in, such courts. Notwithstanding this, you agree that BAT shall be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Severability

The provisions of these Terms of Use are intended to be severable. If for any reason any provision of these Terms of Use is held to be unenforceable in whole or in part, such provision shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without in any manner affecting the validity or enforceability of that provision in any other jurisdiction or the remaining provisions of these Terms of Use in any jurisdiction.

Miscellaneous

BAT may assign all or any portion of its rights or obligations under these Terms of Use without your consent. You may not assign these Terms of Use, or any of your rights or obligations hereunder, without the prior written consent of BAT, provided, however that you shall have the right to assign or transfer all of your rights or obligations hereunder to any successor-in-interest by way of sale, merger, consolidation, reorganization, restructuring or the acquisition of all or substantially all of your business and assets or more than 50% of your outstanding ownership interests. Subject to the foregoing, these Terms of Use will be binding on and inure to the benefit of the parties hereto and their successors and assigns. No provision of these Terms of Use will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter exercise such rights or remedies.

Changes to Our Terms of Use

We reserve the right to change any of the terms and conditions contained in these Terms of Use, at any time and in our sole discretion. When we make changes, we will revise the "last updated" date at the top of these Terms of Use. Any changes will be effective immediately upon posting on the Site. Your continued use of the Site following the posting of changes will constitute your acceptance of such changes. Please check back to this page from time to time to determine if any changes have been made.

The terms “Team Brand Assets”, "Athlete Brand Assets" and "League Brand Assets" as used in this Terms of Use have the same meaning as the terms "Team Property", "Athlete Property" and "League Property", respectively, found in the previous versions of our Terms of Use.

How to Contact Us

You can contact us by email at info@brandaffinity.net.