TERMS OF SERVICE
Last updated: January 1, 2014
Please be advised: This Agreement contains an agreement to arbitrate all claims and disclaimers of warranties and liability. You may only pursue claims against us on an individual basis, and not as part of any class or representative action or proceeding, and you may only seek relief (including monetary, injunctive and declaratory relief) on an individual basis.
Your Compliance with this Agreement
The Platform is Not Intended for Children
The Platform is intended to be accessed and used only by individuals over the age of 13. You should not provide us with any information regarding any individual under the age of 13. If you are under 18 years old, by using the Platform, you certify that your parents/guardians have consented to your use and to this Agreement on your behalf, and you acknowledge and agree that your use of the Platform is at their discretion. Until you are 18 years old, your parents/guardians may ask us to modify, deny access to, or terminate your account and we may do so at their request or any time, for any reason, without notice or liability.
Your Access and Use of the Platform
Your Access and Use of Services on the Platform
Below are terms and conditions governing these Services:
You Must Maintain the Security of Any Password Issued to You. If the Platform requires you to create a password to use certain portions of the Platform, or use a password you have created with a third party (such as Facebook), then it is your sole responsibility to maintain the security of that password. You agree that we shall not be liable for any loss that you may suffer as a result of the authorized or unauthorized use of your password by a third party. You shall not allow any person under the age of 13 to use any Service via your registration or password.
You Must Notify Us of a Breach. You agree to immediately notify us of any unauthorized use of your password, any unauthorized use of any account that you may have with us, any violation of this Agreement, or any other breach of security known to you in connection with any product or service available on the Platform by sending an e-mail to: support@imgScrimmage.com
You Must Comply with Our Community Guidelines and All Applicable Law. You agree that you will not submit to the Platform any User Generated Content (as defined below) or other material that is contrary to the imgScrimmage Community Guidelines, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.
Fees and Payments to Us.
Basic access and use of the Platform is currently free. At any time, we may choose to charge fees for various premium features and services, and we will notify you of those charges at the time that we offers features and services for a fee. We may, in our sole discretion, and by notifying you on the Platform, change this policy and begin charging for access to the Platform and other features and services, and we may, in our sole discretion, add, remove or change the features and services we offer or the fees (including the amount and type of fees) we charge at any time. If we introduce a new service or charges a new fee, we will establish and notify you of the fees for that service at the launch of the service or start of charging a new fee. If we notify you of new fees or changes the fees for an existing service, then you agree to pay all fees and charges specified and all applicable taxes for your continued use of the applicable service.
User Generated Content
Our Platform contains features allowing Users to make statements and provide other information and content through the Platform in the form of photos, videos, text, and other means (“User Generated Content”). We do not approve or endorse any User Generated Content, and you hereby acknowledge and agree that we have no control over the quality, correctness, timeliness, safety, truth, accuracy or legality of any User Generated Content provided by you or any other person or entity. You may find User Generated Content posted by other users to be offensive, harmful, indecent, inaccurate or deceptive, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto. Please use caution and common sense, and do not rely solely on User Generated Content published through the Platform. Without limiting the generality of the foregoing, and although we do not regularly review User Generated Content, we reserve the right, but not the obligation, to remove or edit any User Generated Content.
Immediately report problems with the User Generated Content to us at support@imgScrimmage.com
Your Transmissions, Submissions and Postings to our Platform
If you transmit, submit or post information (including but not limited to User Generated Content) to the Platform that is not Federally trademarked and/or copyrighted, you automatically grant us and our affiliates and assigns the worldwide, fully-paid, royalty-free, sublicensable, transferable and exclusive right and license to use, copy, format, adapt, publish, distribute, create derivative works from, and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Content (as defined below). Provided that you have obtained prior written permission from us to transmit, submit or post information to the Platform that is Federally trademarked and/or copyrighted, you automatically grant us and our affiliates and assigns the worldwide, fully-paid, royalty-free, sublicensable, and transferable right to use, copy, format, adapt, publish, distribute, create derivative works from and/or incorporate any or all such information (including but not limited to User Generated Content) in any media whatsoever, including, without limitation, the Content. You also hereby grant each User a non-exclusive license to access your User Generated Content through the Platform, and to use, reproduce, distribute, display and perform such User Generated Content as permitted through the functionality of the Platform and under these Terms of Service. The above licenses granted by you are perpetual and irrevocable. You shall not transmit, submit or post the following to our Platform:
- Information that infringes our or any third party’s copyright, patent, trademark, trade secret or other proprietary rights;
- Information that violates any law, statute, ordinance or regulation;
- Information that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to us or third parties or that infringes on our or any third party’s rights of publicity or privacy;
- Information that contains any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- Information containing or constituting chain letters, mass mailings, political campaigning, or any form of “spam”;
- Information that is false, inaccurate or misleading;
- Commercial advertisements or solicitations without our written permission; or
- Federally trademarked and/or copyrighted information without our prior written permission.
You are solely responsible for all your transmissions, submissions or postings (i.e., your own User Generated Content) and the consequences of transmitting, submitting or posting them.
Publicity Waiver and Release
We may, but are not obligated to, use and publicize your name, likeness and other personal characteristics and private information for market research, advertising, promotion and other commercial and business purposes. In exchange for your ability to visit, use and/or submit information to the Platform, you give us your permission for such use and publicity for such purposes, according to the terms of this Agreement.
You hereby irrevocably permit, authorize and license to us, our customers and each of their advertising agencies, promotion agencies, fulfillment agencies and other vendors, and the employees, officers, directors and agents of each and all of them (“Authorized Persons”), to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use and permit others to use your name, image, likeness, appearance, voice, biographical information, and other personal characteristics and private information that you submit through the Platform, and all materials created by or on behalf of us or our customers that incorporate any of the foregoing (collectively, “Materials”) on a perpetual basis throughout the world and in any medium or format whatsoever now existing or hereafter created and for any purpose, including, but not limited to market research, sales, advertising, public relations, publicity, and promotion of imgScrimmage, its customers, other third parties and each of their businesses, without further consent from or royalty, payment or other compensation from you. While you may have an opportunity to edit and review your submissions before you post them to the Platform, you acknowledge and agree that you have no right to review or approve Materials before they are used by us, and that we have no liability to you for any editing or alteration of the Materials or for any distortion or other effects resulting from our editing, alteration or use of the Materials. We have no obligation to use the Materials or to exercise any rights given by this Agreement.
To the fullest extent permitted by applicable law, you hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, defamation, invasion of rights of privacy, rights of publicity, intrusion, false light, public disclosure of private facts, physical or emotional injury or distress or any similar claim or cause of action in tort, contract or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, “Claims”) arising directly or indirectly from the Authorized Persons’ exercise of their rights under this Agreement and the use and exploitation of the Materials, and whether resulting in whole or in part by the negligence of us or any other person, covenants not to make or bring any such Claim against any Authorized Person and forever releases and discharges the Authorized Persons from liability under such Claims.
Our Intellectual Property Rights
Our names, graphics, logos, page headers, button icons, scripts, and service names are our trademarks or trade dress in the United States and/or other countries (collectively, the “Proprietary Marks”). You may not use the Proprietary Marks without our prior written permission. We make no proprietary claim to any third-party names, trademarks or service marks appearing on our Platform. Any third-party names, trademarks, and service marks are property of their respective owners.
The information, advice, data, software and content viewable on, contained in, or downloadable from our Platform (collectively, the "Content"), including, without limitation, all text, graphics, charts, pictures, photographs, videos, images, line art, icons and renditions, are copyrighted by, or otherwise licensed to, us or our Content suppliers. We also own a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Content (the “Collective Work”). All software used on or within our Platform (the “Software”) is our property or the property of our software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading or otherwise using the Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to the Content, the Collective Work, or the Software.
You shall be solely responsible for any damages resulting from your infringement of our or any third-party's intellectual property rights regarding the Trademarks, the Content, the Collective Work, the Software and/or any other harm incurred by us or our affiliates as a, direct or indirect, result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.
Your Use of the Content
We grant you a limited license to access, print, download or otherwise make personal use of the Content and the Collective Work in the form of: (i) one machine-readable copy; (ii) one backup copy; and (iii) one print copy, for your non-commercial use; provided, however, that you shall not delete any proprietary notices or materials with regard to the foregoing manifestations of the Content and the Collective Work. You may not modify the Content or the Collective Work or utilize them for any commercial purpose or any other public display, performance, sale, or rental, decompile, reverse engineer, or disassemble the Content and the Collective Work, or transfer the Content or the Collective Work to another person or entity.
Except as otherwise permitted under the copyright laws of the United States, no other copying, distribution, redistribution, transmission, publication or use, other than the non-commercial use of the Content and the Collective Work as permitted by this Agreement, is permitted by you without our prior written permission.
You may not use any meta tags or any other “hidden text” utilizing our name or trademarks without our prior written permission.
Access and Interference
You agree that you will not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor our Platform or any portion of our Platform or for any other purpose, without our prior written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your personal information) from our Platform without our prior written permission and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of our Platform or any activities conducted on our Platform; or (iv) bypass any robot exclusion headers or other measures we may use to prevent or restrict access to our Platform. Notwithstanding the foregoing, we grant the operators of public search engines permission to use spiders to copy materials from our Platform for the sole purpose and solely to the extent necessary for creating publicly available search indices of the materials on our Platform, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases. You shall not collect or harvest any personally identifiable information, including account names, from our Platform. You shall not use any communication systems provided on our Platform for any commercial or solicitation purposes. You shall not solicit for commercial purposes any users of our Platform without our prior written permission.
Limitation on Commercial Communications
You shall not use any communication systems provided on the Platform (such as messaging) for any commercial or solicitation purposes. You shall not solicit for commercial purposes any Users via image, video, text or any other method without our express, written permission, which permission may be withheld in our sole discretion.
When you visit our Platform or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. Although we may choose to communicate with you by regular mail, we may also choose to communicate with you by email or by posting notices on our Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Authorization to Contact You
You authorize us, our affiliates, agents, and independent contractors to contact you at any telephone number (including telephone numbers associated with mobile, cellular, wireless, or similar devices) you provide to us or from which you place a call to us, or any telephone number at which we reasonably believe we may reach you, using any means of communication, including, but not limited to, calls or text messages using an automatic telephone dialing system and/or prerecorded messages, even if you incur charges for receiving such communications.
Your Responsibility for Equipment and Related Costs
You are responsible for obtaining and maintaining all telephone, computer hardware, Internet access services and other equipment or services needed to access and use our Platform, and all costs and fees associated with Internet access or long distance charges incurred with regard to your access and use of our Platform.
Third Party Links
There may be provided on our Platform links or access to other websites or mediums belonging to our advertisers, business partners, affiliates, and other third parties. Such links and access do not constitute our endorsement of those third parties, nor the products or services of those third parties. We are not responsible for the activities or policies of those third parties. We do not guarantee that the terms or prices offered by any particular advertiser, business partner, affiliate, or other third party on or through our Platform are the best terms or lowest prices available in the market.
The Platform are controlled, operated and administered us from our offices within the United States of America. If you access the Platform from a location outside the United States of America, you are responsible for compliance with all local laws. You agree that you will not use our Platform or any content obtained from our Platform in a manner prohibited by any applicable state, federal or local laws, restrictions or regulations.
Aspects of the Platform include an application for your mobile device (collectively, the “Mobile Services”). By using the Mobile Services of the Platform you:
- Acknowledge that this Agreement is between you and imgScrimmage, LLC and not with Apple, Inc., Google, Inc. or any other third-party.
- Agree not to manipulate the Mobile Services on your mobile device while driving.
- Acknowledge that certain parts of the Mobile Services require phone service, data access or text messaging capability. Except as otherwise noted, carrier rates for phone, data and text messaging may apply.
- Acknowledge that we reserve the right to change, suspend, remove or disable access to content or other materials comprising part of the Mobile Services at any time without notice. In no event will we be liable for making these changes. We may also impose limits on the use or access of certain features or portions of the Mobile Services, in any case without notice or liability.
The mobile application(s) made available by us (the “Apps”) are licensed, not sold, to you. Your license to the Apps is subject to your prior acceptance of this Agreement and you agree that this Agreement will apply to the App(s) that you license. Your license to any Apps under this Agreement is granted by us. Any App that is subject to the license granted under this Agreement is referred to herein as the “Licensed Application.” We reserve all rights in and to the Licensed Application not expressly granted to you under this Agreement.
Scope of License. This license granted to you for the Licensed Application by us is limited to a nontransferable license to use the Licensed Application on a compatible mobile device that you own or control, as permitted by this Agreement and subject to any additional rules and restrictions imposed upon you by third parties, such as rules and restrictions imposed by your mobile device provider and your mobile application store provider (“Third-Party Rules”). This license does not allow you to use the Licensed Application on any mobile device that you do not own or control, and you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, transfer redistribute, or sublicense the Licensed Application and, if you sell your mobile device to a third party, you must remove the Licensed Application from the mobile device before doing so. You may not copy (except as expressly permitted by this license and the Third-Party Rules), decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application). Any attempt to do so is a violation of our rights and the rights of its licensors. If you breach this restriction, you may be subject to prosecution and damages.
The terms of this license will govern any upgrades provided by us that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
Termination. This license is effective until terminated by you or us. Your rights under this license will terminate automatically without notice from us if you fail to comply with any term(s) of this license. Upon termination of this license, you shall cease all use of the Licensed Application and destroy all copies, full or partial, of the Licensed Application.
APPLE, INC.’S ROLE, RIGHTS AND RESPONSIBILITIES
If you download the Licensed Application and access Mobile Services through services provided by Apple, Inc. (“Apple”), then the provisions of this section apply. THE PROVISIONS IN THIS SECTION ENTITLED “APPLE, INC’S ROLE, RIGHTS AND RESPONSIBILITIES” EXPLAIN RIGHTS AND RESPONSIBILTIES AS BETWEEN US AND APPLE AND SHALL NOT BE CONSTRUED TO ADDRESS OUR OBLIGATIONS OR LIABILITIES AS TO ANY OTHER THIRD PARTIES OR TO YOU.
We Provide the Licensed Application. This Agreement is between you and us, and not with Apple. As between imgScrimmage and Apple, we are responsible for the Licensed Application and the content of the Licensed Application.
Most Restrictive Rules Apply. To the extent that this Agreement provide for usage rules that are less restrictive than, or that are in conflict with, the usage rules set forth for the Licensed Application by Apple, then Apple’s usage rules will apply. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.
Limited Warranty Obligations. In the event of any failure of Apple to conform with any applicable warranty, if any, then you may notify Apple and Apple may refund the purchase price for the Licensed Application to you, except where the Licensed Application is free. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and, as between imgScrimmage and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility, subject to this Agreement.
Addressing Claims. As between imgScrimmage and Apple, we, not Apple, are responsible for addressing any claims that you may have relating to the Licensed Application or your possession and/or use of the Licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third-party claim that the Licensed Application or your possession and use of the Licensed Application infringes that third party’s intellectual property rights, then as between imgScrimmage and Apple, we will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
Third Party Beneficiaries. Apple and its subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
It is our policy to comply with the Digital Millennium Copyright Act, title 17, United States Code, Section 512, including, without limitation, responding to notices of alleged copyright infringement, and other applicable intellectual property laws. We shall, in appropriate circumstances, disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of ours and/or others.
Notifications (each a “Notification”) of claimed copyright infringement should be sent by either express mail or U.S. mail to our designated agent. Our designated agent contact information is set forth below:
Address of designated agent to Which Notification Should be Sent:
PO Box 9527
Fort Lauderdale, FL 33310
Pursuant to Title 17, United States Code, Section 512(c)(3), to be effective, the Notification must include the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner (“Complaining Party”) of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of such works at that site;
- 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 us to locate the material;
- Information reasonably sufficient to permit us to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the Complaining Party may be contacted;
- A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the Notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receipt of the Notification containing the information as outlined in 1 through 6 above, and pursuant to Title 17, United States Code, Section 512:
- We will remove or disable access to the material that is alleged to be infringing;
- We will forward the Notification to the alleged infringer ("Subscriber"); and
- We will take reasonable steps to promptly notify the Subscriber that we have removed or disabled access to the material.
Pursuant to Title 17, United States Code, Section 512(g)(3), a Subscriber may counter a Notification by providing a written communication (“Counter Notification”) to our designated agent that includes substantially the following:
- A physical or electronic signature of the Subscriber;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- The Subscriber's name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Subscriber's address is outside of the United States, for any judicial district in which we may be found, and that the Subscriber will accept service of process from the person who provided the Counter Notification or an agent of such person
Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, and pursuant to Title 17, United States Code, Section 512:
- We will promptly provide the Complaining Party with a copy of the Counter Notification;
- We will inform the Complaining Party that we will replace the removed material or cease disabling access to the removed material within ten (10) business days; and
- We will replace the removed material or cease disabling access to the removed material not less than ten (10), nor more than fourteen (14) business days following receipt of the Counter Notification, provided our designated agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain the Subscriber from engaging in infringing activity relating to the removed material on our network or system.
- We Make No Representations or Warranties Regarding the Content
You acknowledge that we cannot guarantee the continuous operation of or access to our Platform. You further acknowledge that operation of and access to our Platform may be interfered with as a result of technical issues or numerous factors outside of our control. The Platform and all services and products associated with our Platform are provided to you on an "AS-IS" and “AS AVAILABLE” basis. We make no representations or warranties of any kind, express or implied, or guarantee, as to the operation of our Platform and the information, content, materials, products or services included on or associated with our Platform, including, without limitation, their accuracy, correctness, completeness, safety, reliability, title, timeliness, non-infringement, merchantability, conformity or fitness for a particular purpose.
You expressly agree that your use of our Platform and all products and services included on or associated with our Platform is at your sole risk. It is your sole responsibility to independently evaluate the content and the services and products associated with our Platform.
We make no representation, warranty or guarantee that the content that may be available for downloading from our Platform is free of infection from any viruses, worms, Trojan horses, trap doors, back doors, Easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
Our Platform are controlled and offered by us from our facilities in the United States of America. We make no representations that our Platform are appropriate or available for use in other jurisdictions. If you access or use our Platform from other jurisdictions, then you do so by your own volition and are solely responsible for compliance with local law.
Limitations on imgScrimmage’s Liability
imgScrimmage SHALL IN NO EVENT BE RESPONSIBLE TO, OR LIABLE TO, YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (II) YOUR ACCESS AND USE OF THE PLATFORM; (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE THE PLATFORM FOR ANY REASON; (IV) YOUR DOWNLOADING OF ANY OF THE CONTENT OR THE COLLECTIVE WORK FOR YOUR USE; (V) YOUR RELIANCE UPON OR USE OF THE CONTENT OR THE COLLECTIVE WORK, OR (VI) ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THE PLATFORM, OR OTHERWISE ARISING OUT OF THE USE OF THE PLATFORM, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF imgScrimmage AND/OR ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. imgScrimmage’S LIABILITY AND THE LIABILITY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED $100.
YOU SPECIFICALLY ACKNOWLEDGE THAT imgScrimmage SHALL NOT BE LIABLE FOR USER GENERATED CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM SUCH USER GENERATED CONTENT AND THIRD-PARTY CONDUCT RESTS ENTIRELY WITH YOU. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE THAT imgScrimmage SHALL NTO BE LIABLE FOR ANY CONSEQUENCES OF ACTIONS YOU TAKE OR FAIL TO TAKE BASED ON USER GENERATED CONTENT, PHOTOGRAPHS OR RECORDINGS, INCLUDING, WITHOUT LIMITATION, DEATH, PERSONAL INJURY, PROPERTY DAMAGE OR EMOTIONAL DISTRESS, AND THAT THE RISK OF HARM OR DAMAGE FROM SUCH ACTIONS OR INACTIONS RESTS ENTIRELY WITH YOU.
YOU AND imgScrimmage AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.
Your Indemnification of Us
You shall defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, independent contractors, agents, representatives and affiliates from and against all claims and expenses, including, but not limited to, attorneys' fees, arising out of, or attributable to: (i) any breach or violation of this Agreement by you; (ii) your failure to provide accurate, complete and current personally identifiable information requested or required by us; (iii) your access or use of our Platform; (iv) access or use of our Platform under any password that may be issued to you; (v) your transmissions, submissions or postings (i.e., your own User Generated Content); and/or (vi) any death, personal injury, property damage or emotional distress caused by you.
Amendments of this Agreement
We reserve the right to update, amend and/or change this Agreement at any time in our sole discretion and without notice. Updates to this Agreement will be posted here. Amendments will take effect immediately upon us posting the updated Agreement on our Platform. You are encouraged to revisit this Agreement from time to time in order to review any changes that have been made. The date on which this Agreement was last updated will be noted immediately above this Agreement. Your continued access and use of our Platform following the posting of any such changes shall automatically be deemed your acceptance of all changes.
You acknowledge that we may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by you, we shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement. For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the courts of record of Broward County, Florida, or the United States District Court, Southern District of Florida. You consent to the jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court. You agree that service of any court paper may be effected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.
Governing Law; Arbitration
You agree that: (i) our Platform shall be deemed solely based in the State of Florida; and (ii) our Platform shall be deemed passive Platform that do not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of Florida.
This Agreement is to be governed by and construed in accordance with the internal laws of the State of Florida, without regard for principles of conflicts of laws. Any civil action, claim, dispute or proceeding arising out of or relating to this Agreement, except for an injunctive action regarding a breach or threatened breach of any provision of this Agreement by you as provided above, shall be referred to final and binding arbitration, before a single arbitrator, under the commercial arbitration rules of the American Arbitration Association in Broward County, Florida. In the event that any limitation on the period of time for bringing an action, claim, dispute or proceeding against us, located in the “Limitations on imgScrimmage’s Liability” section of this Agreement above, is determined or held to be inapplicable or unenforceable by any court, arbitration panel or other tribunal, then the statute of limitations for the State of Florida, including but not limited to Florida Statutes Section 95, shall apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.
YOU AND US AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND US AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER SERVICES USERS.
THEREFORE, YOU DO NOT HAVE THE OPPORTUNITY TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS AND YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. By using OUR SERVICES you consent to these restrictions.
You and us shall select the arbitrator, and if you and us are unable to reach agreement on selection of the arbitrator within thirty (30) days after the notice of arbitration is served, then the American Arbitration Association shall select the arbitrator. Arbitration shall not commence until the party requesting it has deposited One Thousand Dollars ($1,000.00) with the arbitrator for the arbitrator's fees and costs. The party requesting arbitration shall advance such sums as are required from time to time by the arbitrator to pay the arbitrator's fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs.
Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive upon you and us and your and our respective administrators, executors, legal representatives, successors and assigns, and may be entered in any court of competent jurisdiction. Notwithstanding the previous sentence, in no event shall either you or us be entitled to punitive, special, indirect or consequential damages and both you and us hereby waive your and our respective rights to any punitive, special, indirect or consequential damages, including, but not limited to, damages for any loss of profit, revenue or business.
Should a dispute arise and should the arbitration provisions herein become inapplicable or unenforceable, or in any instance of any lawsuit between you and us, jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in Broward County, Florida.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.
All covenants, agreements, representations and warranties made in this Agreement, as may be amended by us, from time to time, shall survive your acceptance of this Agreement and the termination of this Agreement.
If you have questions, comments, concerns or feedback regarding this Agreement or our Platform, please contact us via any of the methods set forth below:
PO Box 9527
Fort Lauderdale, FL 33310