SPORTGENIC TORQUE™
GENERAL TERMS OF SERVICE
BETA TESTING TERMS:
Torque is currently under beta testing (“Torque Beta”). As long as Torque is in beta testing, these Beta Testing Terms shall apply and be included in the Sportgenic Torque General Terms of Service.
As with all products in beta testing, you may encounter bugs, errors, or mistakes in Torque Beta. In addition, Torque Beta may not operate reliably, or may operate with interruption. You may also experience delivery delays or failures with Torque Beta. From time to time, we may ask for your feedback on Torque Beta. If you give us such feedback, you agree that Sportgenic will be free to use or implement any or all of your Feedback with no payment, royalty or other consideration whatsoever to you. Your feedback, and the features, functionality, screen displays, user interface, performance characteristics, and any other information regarding Torque Beta are confidential information of Sportgenic, and you agree not to share or disclose any such information to third parties.
1. Acceptance of Terms:
Sportgenic, Inc. (“Sportgenic” or “us” or “we”) welcomes you to our an online sports marketing engine through which we provide those who agree to these terms and conditions a robust platform that allows advertisers to place advertisements targeted at passionate sports enthusiasts on the online and offline properties of media partners in Sportgenic’s advertising network (which, along with the related advertising services we provide, are referred to as the “Service”).
By using or accessing any part of the Service, you are agreeing to these General Terms of Service, any applicable Additional Rules (as defined below), our Privacy Policy and all other policies or notices posted by us on our websites (collectively, the “Terms of Service”).
If you don’t agree to these Terms of Service, don’t use the Service. We can change these Terms of Service at any time without any notice to you. It is your responsibility to review these Terms of Service from time to time for any changes as it creates a binding legal agreement between you and Sportgenic equivalent to a document signed by you. If you use the Service after we’ve changed any of the Terms of Service, you are agreeing to all of the changes.
In addition, certain aspects of the Service are subject to additional rules and regulations that are unique to such aspects of the Service (“Additional Rules”). Where Additional Rules are applicable, you will be notified and be required to agree to such Additional Rules prior to your use of such aspects of the Service. For example, if you are an advertiser and wish to place an advertisement through the Service, you must agree to the terms of the Sportgenic Torque Buyer Agreement. Similarly, if you are a publisher and wish to list advertising inventory on the Service, you must agree to the terms of the Sportgenic Torque Seller Agreement.
References to “you” in these Terms of Service mean you, your duly authorized representatives or the entity you represent.
You must be at least 18 years old to use the Service.
2. Accounts; Passwords; Security
You will need to set up an account in order to use the features of the Service. You may not use someone else’s account without permission. When you are setting up your account, you must give us accurate and complete information. This means that you cannot set up an account using someone else’s name or contact information (except where you are an advertising agency or other authorized representative as described under Section 7 (Advertising Agencies and other Representatives) of the Sportgenic Torque Buyer Agreement), or a phony name or phony contact information. You have complete responsibility for your account and everything that happens on your account. This means you need to be careful with your password. If you find out that someone is using your account without your permission, you must let us know immediately. You may not transfer your account to someone else. We are not liable for any damages or losses (including, if you are an advertiser, unauthorized submission of advertisements which result in charges to your account) caused by someone using your account without your permission. However, if we (or anyone else) suffer any damage due to the unauthorized use of your account, you may be liable.
3. Restrictions on Your Conduct
You may not, and you may not authorize, enable or engage a third party to do, any of the following:
(i) use our Service for any illegal purpose or in violation of law;
(ii) extract, export, copy, distribute or otherwise exploit in any manner any information from the Service for use outside the Service (including, but not limited to, using the Service to collect names of advertisers and publishers for the purpose of soliciting them directly)
(iii) transmit any unsolicited or unauthorized junk mail, spam, chain letters, or pyramid schemes;
(iv) impersonate anyone else or lie about your affiliation with another person or entity;
(v) use any product names or trademarks you do not own (including in meta tags or any other “hidden text”);
(vi) upload, launch, post, email or transmit any material (including any bot, worm, scripting exploit or computer virus) that is likely to harm or corrupt our Service, or harm or corrupt our or anyone else’s computer systems, or data;
(vii) use our Service to harm minors in any way; or
(viii) collect or gather other people’s personal information (including account information) from our Service.
4. No Resale or Syndication
We are making the Service available to you for your use only. You may not (and you agree not to) use, copy, distribute, transmit, broadcast, sell, or do anything else with the Service for any other purpose.
5. Proprietary Rights
Sportgenic and its suppliers retain all right, title and interest (including all copyright, trade secret, patent and other rights) in and to the Service and content which is included in the Service (other than advertisements). If you give feedback on the Service, for example recommendations for improvements or features, implementation of that feedback is owned by us and may becomes part of the Service without compensation to you. We reserve all rights in and to the Service unless we expressly state otherwise. The Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
You may not decompile, reverse engineer, disassemble, or otherwise reduce the Service to a human-perceivable form, except and only to the extent that such activity is expressly permitted by applicable law, and in that case, only if you notify us in writing in advance. You may not copy, frameset, enclose or otherwise distribute any part of the Service.
All brand, product and service names used in the Service which identify Sportgenic or our suppliers and our or their proprietary products and services are the trademarks or service marks of Sportgenic or our suppliers. Nothing in this Service shall be deemed to confer on any person any license or right on the part of Sportgenic or such supplier with respect to any such image, logo or name.
You agree not to disable, interfere, or try to get around any of the features of the Service related to security, preventing or restricting use or copying of any advertisements, or enforcing the limits on the use of the Service or the advertisements on the Service.
6. Notify Us of Infringers
If you believe that something on our Service violates your copyright, notify our copyright agent in writing. The contact information for our copyright agent is at the bottom of this section.
In order for us to take action, you must do the following in your notice:
(i) provide your physical or electronic signature;
(ii) identify the copyrighted work that you believe is being infringed;
(iii) identify the item on our Service that you think is infringing your work and include sufficient information about where the material is located on our Service (including which website) so that we can find it;
(iv) provide us with a way to contact you, such as your address, telephone number, or e-mail;
(v) provide a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, its agent, or the law to be used on our Service; and
(vi) provide a statement that the information you provide in your notice is accurate, and that (under penalty of perjury), you are authorized to act on behalf of the copyright owner whose work is being infringed.
Here is the contact information for our copyright agent:
Copyright Enforcement
Sportgenic, Inc.
One Sansome Street, 15th Floor
San Francisco, CA 94104
(415) 983-2300
Again, we cannot take action unless you give us all the required information.
7. How to Communicate with Us
Only notices about copyright infringement should go to our copyright enforcement department. If you have anything else to communicate with us (like feedback, comments, requests for technical support), you should contact us through our website.
8. Storage and Availability
We are not a content-archiving service. We do not promise to store or make available on our Service any materials that you submit (including advertisements or listings of your inventory), or any other content, for any length of time. You are solely responsible for keeping back-ups of everything you post on our Service.
You acknowledge that temporary interruptions in the availability of the Service may occur from time to time as normal events. Also, we may decide to cease making available the Service or any portion of the Service at any time and for any reason. Under no circumstances will Sportgenic or its suppliers be held liable for any damages due to such interruptions or lack of availability.
9. Links to Other Sites
Our Service may contain links to other websites that we don’t own or control. This includes websites at URLs you or other advertisers or publishers post to the Service. We are not responsible for any of these other websites. You will not hold us responsible for any aspect of these other websites, including their content, privacy policies, or anything else. You may be exposed to things on other websites that you don’t like or that you find offensive. We are not responsible for this, either. You must use your own discretion when you go to other websites. You should also read the terms and conditions and privacy policies of these other websites.
10. Warranty Disclaimer
USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON A “AS IS” AND “AS AVAILABLE” BASIS. SPORTGENIC AND ITS AFFILIATES, SUPPLIERS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
SPORTGENIC AND ITS AFFILIATES, SUPPLIERS AND PARTNERS MAKE NO WARRANTY THAT (i) THE SERVICE OR ANY PRODUCTS PURCHASED THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THAT THERE WILL BE NO ERRORS IN THE SERVICE OR THAT SPORTGENIC WILL FIX ANY ERRORS. ANY MATERIALS OBTAINED THROUGH USE OF THE SERVICE ARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND SPORTGENIC SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE SERVICE OR ANY CONTENT OBTAINED FROM THE SERVICE.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER LAW, SPORTGENIC AND ITS AFFILIATES AND SUPPLIERS HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE OR ANY CONTENT PROVIDED BY OR THROUGH THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING LIMITATION APPLIES TO DAMAGES ARISING FROM (I) YOUR USE OR INABILITY TO USE OUR SERVICE; (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS OR SERVICES PURCHASED THROUGH OR FROM OUR SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ADVERTISEMENTS; (IV) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SERVICE OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SPORTGENIC'S LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM AMOUNT OF $5,000.
12. Termination and Suspension of the Service.
We may terminate or suspend the Service or any part of the Service, terminate or suspend or your use of the Service, block any IP address, or remove any content (such as advertisements or inventory listings) you submit to the Service at any time without cause without any liability to you.
Further, we may terminate or suspend your permission to use the Service immediately and without notice upon any violation of the Terms of Service, your failure to pay any fees when due, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems or for engagement by you in fraudulent or illegal activities. If we terminate your use of the Service for any of these reasons or otherwise for cause, we will not refund any fees you may have paid.
Upon any termination we may delete your account, passwords and any content you have submitted to the Service, and we may bar you from further use of the Service. You agree that we will have no liability to you or any third party for termination of your account, deletion of any content you have submitted to the Service, or termination of your access to the Service.
13. Resolution of Disputes
If a dispute arises between you and Sportgenic, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Sportgenic agree that we will resolve any claim or controversy at law or equity that arises out of the Service or the Terms of Service (a “Claim”) in accordance with this section. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by contacting us through the Service. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
The Terms of Service shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Sportgenic must be resolved by a court located in San Francisco County, California, except as otherwise agreed by the parties or as described in the arbitration option paragraph below. You agree to submit to the personal jurisdiction of the courts located within San Francisco County, California for the purpose of litigating all such claims or disputes.
For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
All claims you bring against Sportgenic must be resolved in accordance with this Resolution of Disputes section. All claims filed or brought contrary to the Resolution of Disputes section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes section, Sportgenic may recover attorneys’ fees and costs up to $1000, provided that Sportgenic has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
14. General Terms
The Terms of Service constitute the entire agreement between you and us regarding this Service. If a court having proper authority decides that any portion of the Terms of Service is invalid, only the part that is invalid will not apply. The rest of the Terms of Service will still be in effect. If we waive any of our rights under the Terms of Service in any particular instance, it does not mean that we are waiving our rights generally or in the future. Furthermore, just because we may not enforce all our rights all of the time, it does not mean that we are waiving our rights. We may decide to enforce them at a later date. The Terms of Service, and any rights and licenses granted under the Terms of Service, may not be transferred or assigned by you, but may be assigned by us without restriction.
YOU AGREE THAT IF YOU WANT TO SUE US, YOU MUST FILE YOUR LAWSUIT WITHIN ONE YEAR AFTER THE EVENT THAT GAVE RISE TO YOUR LAWSUIT. OTHERWISE, YOUR LAWSUIT WILL BE PERMANENTLY BARRED.