LEAGUELEADER TERMS OF SERVICE
THE FOLLOWING TERMS AND CONDITIONS ARE ENTERED INTO WITH ARACHNID 360, LLC, AN ILLINOIS LIMITED LIABILITY COMPANY (“ARACHNID,” “WE” OR US”), AND YOU, THE INDIVIDUAL DART LEAGUE OR TOURNAMENT OPERATOR (“YOU” AND “YOUR”), GOVERNING YOUR USE OF OUR SUBSCRIPTION, CLOUD-BASED DART-PLAY LEAGUE, TOURNAMENT, AND SINGLE-MATCH (“LEAGUE”) DATA MANAGEMENT SERVICE THROUGH OUR LEAGUELEADER PLATFORM ON WWW.LEAGUELEADER.NET (“WEBSITE”), INCLUDING THE ACCESS, AGGREGATION, MANAGEMENT AND DISTRIBUTION OF GENERAL DART-PLAY INFORMATION AND RESULTS DATA IN CONNECTION WITH USE OF THE ELECTRONIC DARTBOARDS WE MANUFACTURE (“SERVICES”). THE FOLLOWING TERMS AND CONDITIONS MAY SOMETIMES BE REFERRED TO AS “AGREEMENT” HEREINAFTER.
BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU UNDERSTAND THIS AGREEMENT AND THAT YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH US. YOU ALSO AGREE THAT BY ACCEPTING THESE TERMS, YOU ACCEPT OUR COLLECTION AND USE OF CERTAIN DATA IDENTIFIED HEREIN AND AS SET FORTH IN OUR PRIVACY POLICY.
YOU MUST BE AT LEAST 18-YEARS OF AGE AND BE CONSIDERED TO BE A LEGAL ADULT IN THE JURISDICTION IN WHICH YOU RESIDE IN ORDER TO ACCESS AND USE THE SERVICES AS AN OPERATOR-USER. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT TO US THAT YOU ARE AT LEAST 18 YEARS OF AGE.
THE RIGHTS GRANTED TO YOU PURSUANT TO THIS AGREEMENT SHALL ONLY BE GRANTED TO YOU UPON YOUR ACCEPTANCE OF ALL OF THE FOLLOWING TERMS AND CONDITIONS:
1. LeagueLeader Services Access Rights. Subject to Your continued compliance with this Agreement, You are hereby granted with an exclusive, non-transferable and revocable limited right to access our Website and use the Services to i) import, access, use, manage, edit and aggregate for display and distribution all individual League general data (i.e. League play results and statistics, schedules, sanctioning information, etc.) and individual player data including any player contact information and/or player-user names, player location data and all player event scores and event/match-play history information including, but not limited to, rankings and classifications, as made available to You through the data collected automatically by our Arachnid dartboard products, or that You import manually (collectively “Player Data”) for the various soft-tipped dart-play Leagues and related events that You facilitate as an operator-user on behalf of individual dart players using our electronic dartboards (“Players”); and ii) upload, display and manage operator ads You facilitate as an operator-user. Such access rights also include access to all text, graphics, headers, banners, images, code, tags, videos, applications, files and any other separate Website and/or database element that comprises our Services platform and made available to You through the Website (“Materials”). The limited access rights contained herein are also hereby granted concurrently to any of Your employees or agents.
We shall exclusively retain all rights not expressly granted to You as set forth herein in and to the Materials together with all trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto. Access and use rights to the Player Data and all Materials comprising the Services is being licensed and not sold to You under the terms and conditions of this Agreement.
You shall be provided with log-in credentials that may be used by You and Your employees. You shall be solely responsible for the confidentiality, security, and use of the log-in credentials. Any person using Your account is conclusively deemed to have actual authority to use the Services as an employee of You and, accordingly, You agree and acknowledges that all such use by any person(s) is hereby authorized and approved by You, and You hereby agree to indemnify, defend and hold Arachnid harmless from any claims or damages arising from or relating to any such use.
In our sole discretion, we may set, impose or enforce limits on Your use, or restrict Your access to some or all of the Services, change, discontinue, suspend or terminate the availability of some or all of the Services at any time for any reason with or without notice to You. Arachnid will not be liable to You for any damages of any kind as a result of any such termination.
2. Use Restrictions.
2.1. General Use Restrictions. You are not authorized to (i) resell or sublicense, outsource, time-share or rent the Services or any Materials; (ii) distribute, transmit, or publish any portions of the Services platform to the public or download (other than page caching) or modify any portion of the Services platform in any form, format, or method; (iii) modify, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile the Services or any Materials or otherwise attempt to discover any source code or use unauthorized versions of the Services or any Materials for purposes including (without limitation) building a product or service similar to or competitive with the Services or to gain unauthorized access to the Services; or (iv) otherwise use the Services or any Materials as part of a product or service for any commercial use or purpose whatsoever or in any way exploit any of the Services, in whole or in part, except as otherwise expressly permitted in this Agreement and any other agreement applicable to Your use of the Services.
2.2. No Third Party Services Use. You agree that Your use of the Services shall be limited for use by You only on and in conjunction with Player Data in connection with electronic dartboard machines manufactured by Arachnid ("Products"), whether through remote wired and/or wireless, and/or manual access, whether in a standalone and/or networked configuration. You agree to use the Services solely for Your own use, and/or in conjunction with other operator-users who have provided permission to You for any shared access to such other operator-user account(s) under any separate agreement with such operator.
3. Player Data Use Rights. Arachnid shall exclusively retain all rights in and to all Player Data derived from the use of any of our Products by any Players or imported or otherwise provided by You directly in connection with Your use of the Services. You acknowledge that You are only being granted access and use rights to use the Player Data in connection with Your use of the Services as set forth herein and no other rights with regard to any Player Data. Your use of all Player Data is deemed by Arachnid to be confidential, and proprietary to the extent such Player Data is derived through Arachnid Products. Accordingly, You agree not to use any Player Data other than in connection with Your role in assisting Players to participate in events. You agree not use the Website for any commercial or non-commercial purposes other than as set forth in this Agreement, make copies of, publish, distribute, share, sell, or otherwise disclose any Player Data to any third parties in any manner and through any medium except for Players participating in any game(s) for which Player Data has been used. Beyond functionality included within the Website as provided, and from time to time, modified, enhanced or updated by Arachnid, You shall have no right to make any Player Data accessible, directly or indirectly, through any means other than as explicitly set forth in this Agreement without the express written permission of Arachnid. You shall not use the Player Data in any way to migrate or divert Players to use or attempt to use any services the same or substantially similar to the BullShooterLive.com services we offer to Players in connection with use of our Products, either offered directly or indirectly by You, or by any third-party You may collaborate with or form an affiliation. Notwithstanding, Player Data may be shared in connection with any third-party providing similar services exclusively in collaboration with Arachnid as we may authorize from time to time. Arachnid shall have the right to monitor Your use of the Website at all times to verify Your compliance with this Agreement.
You acknowledge that the restrictions on Player Data use set forth in this Section 3 are necessary for the protection of Arachnid’s business interests and that Arachnid would be irreparably injured by a violation of any of the foregoing use restrictions and agrees that Arachnid shall be entitled to injunctive relief, without bond, restraining You from any actual or threatened breach of this Section in addition to all other remedies at law or equity available to Arachnid and/or its successors or affiliates. The parties further agree that, in addition to other damages arising from any breach of this Section by You, Arachnid is entitled to recover from You reasonable attorneys’ fees and court costs incurred in the enforcement of any of the terms thereof.
3.1. Player Data Privacy. You shall secure appropriate permission to use and display any Player Data in connection with Your use of the Services. You must inform each Player that You are solely responsible for any liability which may arise from Your access to Player account information. You shall promptly notify Arachnid of any actual or suspected breach or compromise of any Player Data. To the extent applicable, You shall also comply with all applicable Canadian laws, all U.S. state and/or federal laws and all international laws or regulations and policies of regulatory bodies or agencies related to data security and privacy and sharing of any Player Data including, but not limited to, the EU General Data Protection Regulation. You shall obtain the consent of any Players regarding us of any of their Player Data in connection with the Services prior to providing any Player Data directly. You represent and warrant to us that You have permission from each Player to compile and share his or her Player Data with us that is provided directly by You using our Services.
3.2. No Player Data Investigation. Arachnid assumes no responsibility to investigate or verify the accuracy of any Player Data You import. Arachnid shall not be responsible or liable to You for any damages whatsoever of any kind for any Player Data You import which is ultimately relied upon by You for any purpose. Arachnid shall have the right, however, to monitor all Player Data and to investigate actual or possible violations of any of the terms of use for both operator-user and player accounts as contained on LeagueLeader.net and/or BullshooterLive.com by any Players using this separate platform and/or by any individual dart player users for unauthorized disclosure or use of any Player Data or for any other violation the terms of service.
4. Access Term & Termination. The initial term shall be equal to one (1) year (the “Initial Term”) beginning on the date this Agreement is entered into by You and shall automatically renew for successive one (1) year periods thereafter unless terminated by either party as set forth in these terms. You shall have the right to terminate this Agreement at any time before 11:59 p.m. on the date which is one year from the beginning of the Initial Term or any subsequent renewal term by simply sending an email to our designated representative electing not to renew this Agreement. Arachnid may terminate this Agreement and/or discontinue providing You (or other operator-users or any Players using Your log-in credentials whom You have granted shared access), with access to the Services at any time for any reason and without any notice to You, permanently or temporarily, including, but not limited to, if we are unable to access or use any of the third-party services required to operate the Services, or any such services are discontinued, become obsolete or are otherwise not commercially available. NO REFUNDS SHALL BE MADE IN WHOLE OR ON ANY PRORATED BASIS IF YOUR SUBSCRIPTION IS AUTOMATICALLY RENEWED BUT YOU FAIL TO NOTIFY US THAT YOU DESIRE TO TERMINATE UNTIL AFTER THE RENEWAL TERM HAS BEGUN.
Arachnid may elect to terminate this Agreement at any time in addition to any other remedy Arachnid may have under this Agreement due to any breach by You of any term of this Agreement without notice to You. Upon termination, Your access to the Service, including any shared access permissions granted to other operator-users will be disabled and You will immediately cease all use of this Services.
5. Annual Access Fees. You agree to pay the annual fee in exchange for the access and use rights being granted herein (“Service Fees”). Arachnid shall have the right to increase the amount of the Service Fees at any time beginning after the expiration of the Initial Term. Any increase shall be effective beginning in the next subsequent renewal term. FAILURE BY YOU TO ELECT TO TERMINATE THIS AGREEMENT BEFORE 11:59 P.M. ON THE LAST DAY OF THE THEN-CURRENT INITIAL TERM OR ANY RENEWAL TERM BY NOTIFYING ARACHNID VIA EMAIL TO ARACHNID’S DESIGNATED REPRESENTATIVE SHALL BE DEEMED TO BE AN IRREVOCABLE WAIVER BY YOU OF YOUR RIGHT TO TERMINATE THIS AGREEMENT AFTER THE COMMENCEMENT OF ANY SUBSEQUENT RENEWAL TERM. Your ability to access and use the Services may require the payment of third party fees and charges (including but not limited to fees and charges such as Internet service provider fees, or fees or taxes imposed on Internet services, including any sales or use taxes, by governmental agencies). You are responsible for paying all such fees, charges and taxes. We are not responsible for any equipment You may need to be able to access or use the Website or otherwise use the Services.
There will be no refunds or credits for partial months of use of the Services upon termination for any reason. All fees are exclusive of all taxes or duties imposed by governing authorities. You are solely responsible for the payment of all such taxes or duties. Arachnid may terminate this Agreement and Your access and use rights for non-payment of any sums due hereunder without notice to You.
6. Technical Support. Technical support is available and is provided only to You if you have an active account in good standing. When requesting technical support from us, You authorize Arachnid to access Your account(s) and all associated data in connection therewith as necessary to aid in the diagnosis, service, and resolution of any technical support issues. We will use commercially reasonable efforts to take actions it deems appropriate to remedy issues while delivering technical support, and we shall have no responsibility or liability to You under any circumstance at any time for any loss or harm that may arise from or may be related to the technical support provided.
7. NO WARRANTIES. THE SERVICES ARE BEING PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, ARACHNID SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, INTEROPERABILITY OR CONTENT COMPRISING THE SERVICES ANY PLAYER DATA; AND (ii) ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ARACHNID DOES NOT WARRANT OR GUARANTEE THAT: (1) ANY PORTION OF THE SERVICES WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (2) THAT THE FUNCTIONS PERFORMED BY ARACHNID IN MAKING THE SERVICES OR ANY PLAYER DATA AVAILABLE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES OR ANY INACCURACIES WITH ANY PLAYER DATA WILL BE CORRECTED.
8. Indemnification. You hereby agree to defend, indemnify and hold Arachnid, our members, managers, officers, consultants, agents and representatives harmless from and against any claims, liabilities, damages or costs (including without limitation fees, costs and other expenses of attorneys and expert witnesses) arising out of or in any way related to (i) any breach of any of the terms contained herein by You; (ii) Your use of and access of the Services generally; (iii) any actual or alleged violation by You of any intellectual property, proprietary or other right of any third-party; (iv) any violation of any data privacy rights in connection with Your access and use of any Player Data; or (v) Your negligent or willful acts or omissions (including by any of Your employees, contractors, agents or representatives.)
9. Downtime Disclaimer. The Services as hosted by Arachnid may be unavailable, whether due to periodic maintenance or otherwise. Arachnid shall not be liable for any downtime of the Services caused by any of the following: (i) periodic maintenance (notice of which will be posted in advance at the point of user log-in and/or e-mailed to the e-mail address contained in Your primary Log-In Information), (ii) any reason described in the section regarding Force Majeure, or (iii) Your inability to connect to or to access the Services due to problems related to Your computer/device hardware, wireless Internet network, Your Internet service provider, or any other similar problem. By using the Services, You understand and acknowledge that You have been made aware of this possibility and You assume this risk before electing to use the Services or pay any Service Fees. You agree that under no circumstances shall Arachnid have any liability to You of any kind whatsoever for any Services interruptions or downtime that may affect access and use of the Services including, but not limited to, the inability to access any saved Player Data.
10. PLAYER DATA TRANSMISSION & STORAGE DISCLAIMER. ARACHNID DOES NOT AND CANNOT CONTROL THE SUCCESSFUL IMPORT/TRANSMISSION, AVAILABILITY OR STORAGE OF ANY PLAYER DATA GENERALLY THROUGH THE SERVICES AS THIS DEPENDS IN LARGE PART ON THE PERFORMANCE OF SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY WEBSITE AND DATABASE HOST PROVIDERS AND SOFTWARE PROVIDERS. ACTIONS OR INACTIONS CAUSED BY THESE THIRD PARTIES MAY IMPAIR OR DISRUPT YOUR INTERACTION WITH OUR APPLICATIONS AND/OR WITH ANY OF OUR DATABASES. ALTHOUGH WE WILL USE REASONABLE EFFORTS TO TAKE ACTIONS WE DEEM APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, WE DO NOT GUARANTEE THAT SUCH DISRUPTIONS OR IMPAIRMENTS RESULTING IN ANY LOST PLAYER DATA OR OTHER DATA WILL NOT OCCUR. ACCORDINGLY, ARACHNID SHALL NOT HAVE ANY OBLIGATION TO YOU NOR SHALL IT BE LIABLE TO YOU RESULTING FROM THE FAILURE TO TRANSMIT, IMPORT, MAKE AVAILABLE AND/OR STORE ANY PLAYER DATA FOR ANY REASON.
11. LIMITATION OF LIABILITY. ARACHNID SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER INDIRECT DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUES, LOST DATA OR LOSS OF GOODWILL, OR FOR ANY OTHER DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO YOUR USE OR INABILITY TO USE THE SERVICES IN ANY MANNER WHATSOEVER INCLUDING, BUT NOT LIMITED TO, USE OR RELIANCE ON ANY PLAYER DATA OR THE SERVICES OR FOR ANY PLAYER DATA THAT IS ACCESSED BY THIRD PARTIES ILLEGALLY WITHOUT AUTHORIZATION THROUGH THIS WEBSITE OR ANY OF OUR DATABASES. ARACHNID SHALL NOT BE LIABLE AS STATED ABOVE REGARDLESS OF THE CAUSE OF ANY DAMAGE INCURRED, INCLUDING ANY DAMAGES NOT FORESEEABLE BY US AND REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTS (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ARACHNID HAS BEEN ADVISED OF THE SAME. YOU ACKNOWLEDGE THIS MEANS YOU MAY BE WAIVING RIGHTS CONCERNING CLAIMS THAT ARE UNKNOWN OR ARE UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF AND YOUR RIGHTS UNDER ANY LAW THAT OTHERWISE MIGHT LIMIT WAIVER OF SUCH CLAIMS.
THE TOTAL AMOUNT OF ANY DAMAGES INCURRED BY YOU SHALL BE LIMITED TO THE TOTAL AMOUNT OF SERVICE FEES PAID BY YOU IN CONNECTION WITH THIS AGREEMENT DURING THE ANNUAL TERM COVERING THE DATE OF THE ACT(S) OR OMISSION(S) THE SUBJECT OF ANY CLAIM BY YOU.
12. Exceptions to Disclaimers & Limitations. Some jurisdictions do not allow the waiver of certain warranties or the limitation of liability for certain damages. Accordingly, some of the above warranty disclaimers and limitations of liability may not apply to You. To the extent that we may not disclaim any implied warranty or limit its damages, the scope and duration of any required warranties under law and the extent of our liability shall be as limited as allowed under any applicable laws.
13. Arachnid Privacy Practices. You consent and agree that Arachnid may collect, use, transmit, share and maintain information related to Your access and use of the Services including, but not limited, to how You use any Player Data for the purposes stated herein and in the Website Privacy Policy. Arachnid may collect technical, aggregated statistics related to or resulting from Your direct use of the Services that may be used by Arachnid to support, improve and enhance the Services generally or for any other internal use. Also, in connection with any investigation, Arachnid shall be entitled, except to the extent prohibited by applicable law, to disclose to law enforcement or other government agencies, any information that is in its possession in connection with Your use of the Services in general that Arachnid, in its sole discretion, believes to be necessary or appropriate.
THIRD-PARTY PARTNER DATA SHARING
YOU MAY BE GIVEN THE OPPORTUNITY TO PARTICIPATE IN SERVICES THAT ARE PROVIDED BY THIRD-PARTY PARTNERS MADE AVAILABLE TO YOU BY SUCH THIRD-PARTIES DIRECTLY, OR THROUGH YOUR USE OF THE SERVICES IN GENERAL. BY SUBMITTING ANY REQUESTED INFORMATION TO THESE THIRD-PARTY PARTNERS, YOU AFFIRMATIVELY CONSENT TO HAVE THAT INFORMATION SHARED WITH THEM FOR THE PURPOSES STATED BY THEM. ANY INFORMATION INCLUDING ANY PLAYER DATA USED BY ANY THIRD-PARTIES MAY BE SUBJECT TO A DIFFERENT SET OF PRACTICES THAN THOSE DESCRIBED UNDER THIS POLICY AND WE ARE NOT RESPONSIBLE FOR THE PRIVACY PRACTICES OF ANY OF SUCH THIRD PARTIES. YOU SHOULD READ THE PRIVACY POLICY CONTAINED ON THE WEBSITE OF ANY THIRD PARTY PARTNERS BEFORE YOU PROVIDE ANY INFORMATION TO THAT PARTY. YOU AGREE THAT WE SHALL NOT, UNDER ANY CIRCUMSTANCES, HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES OF ANY KIND WHATSOEVER FOR THE MANNER IN WHICH ANY SUCH THIRD PARTIES USE OR DISCLOSE ANY PERSONAL, BILLING OR OTHER INFORMATION YOU PROVIDE VOLUNTARILY, OR THAT IS COLLECTED BY THEM, THROUGH YOUR ACCESS OR USE OF THEIR SERVICES.
14. ARBITRATION. THE PARTIES TO GIVE UP THEIR RESPECTIVE RIGHTS TO BRING ANY CLAIMS RELATING TO THIS AGREEMENT BEFORE A COURT OF LAW OR OTHER LEGAL TRIBUNAL AND TO RESOLVE ALL DISPUTES OR CLAIMS EXCLUSIVELY BY ARBITRATION UNLESS OTHERWISE STATED IN THIS AGREEMENT. Except for actions to protect any intellectual property rights, to remedy any breach of any of the terms of subsection 2.2 or Section 3, and to enforce an arbitrator's decision hereunder, any claims, disputes or controversies of whatever kind and nature, whether preexisting, present or future between You and Arachnid, our agents, employees, members, managers, officers, successors and assigns, to the extent applicable, arising from or relating to this Agreement, its interpretation or validity, shall be resolved exclusively by binding arbitration under the then-current rules of the American Arbitration Association (“AAA”) and shall be administered by the AAA. Notwithstanding the foregoing, to the extent You have in any manner violated or threatened to violate Arachnid’s intellectual property rights, Arachnid may seek injunctive or other appropriate relief in state or federal court under the terms of this Agreement. Any arbitration proceeding shall be brought and heard exclusively in Winnebago County, State of Illinois, USA. The arbitrator shall be authorized to grant any relief available under law or in equity and any award rendered shall be final and conclusive upon the parties, except that the arbitrator shall not be authorized to award punitive damages to either You or Arachnid. Any judgment may be entered in any court having jurisdiction and the arbitrator may award reasonable costs and fees, including reasonable attorney’s fees and all arbitration fees, to the prevailing party, notwithstanding the then-current rules of the AAA.
15. MODIFICATIONS
We reserve the right, at any time, to amend the provisions of this Agreement. If You do not accept any amendments, this Agreement will terminate. Please regularly check this Agreement as posted on this Website to view the then-current terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, if we post amended terms to this Agreement on our Website, such terms will automatically become effective, shall be incorporated into this Agreement immediately upon being posted, and if inconsistent with any other terms and conditions of this Agreement, shall supersede any such conflicting terms or conditions. By accessing and using our Website and the Services after such revised terms are posted, You agree to be bound by any such revised terms. You agree to periodically visit our Website to examine the then-current terms and conditions of this Agreement. Your access and use of the Website and the Services will always be subject to the most current versions of these Terms of Service and our Privacy Policy in effect at the time of such use. Please regularly review the Terms of Use on the home page of the Website to view the then-current Terms of Service and Privacy Policy.
16. Miscellaneous:
A. Entire Agreement. You agree that this Agreement constitutes the complete and exclusive agreement regarding Your access to and use of the Services and any Player Data, and supersedes any prior communications, representations or agreements of the parties, whether written or oral. This Agreement cannot be altered, amended, or modified except in writing executed by an authorized representative of each party. Neither electronic mail nor instant or text messaging shall be considered a writing sufficient to change, modify, extend or otherwise affect the terms of this agreement.
B. Authority. The individual accepting these terms represents and warrants to Arachnid that You have full authority to accept these terms as an employee or agent on behalf of the registered operator-user creating an account to use the Services.
C. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality, and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.
D. Venue & Choice of Law. Any claims, demands, controversies or legal proceedings arising out of or related to this Agreement and/or the Services may only be brought exclusively in the 17th Circuit Judicial Court situated in Winnebago County, Illinois, USA, and You hereby expressly agree to submit to the personal jurisdiction of such court and consent to extra-territorial service of process. Further, You waive any right to challenge the selection and choice of jurisdiction and You acknowledge that the right of selection of jurisdiction being waived by You is a valid part of the consideration of allowing access to and use of the Services by You. This Agreement shall be construed and enforced under the laws of the state of Illinois, USA, without regard to any applicable conflict of laws principles and without regard to any applicable International laws, treaties or regulations.
E. Waiver. The waiver of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver by Arachnid of any other or subsequent breach by You.
F. Prior Dealings. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of or interpretation of any provision contained in this Agreement.
G. Assignment. This Agreement inures to the benefit of and is binding upon the parties and their successors and assigns. You may not assign, delegate or otherwise transfer all or any part of Your rights or obligations under this Agreement without the prior written consent of Arachnid. Any such attempted assignment, delegation, or transfer will be null and void.
H. Survival. Any provisions in this Agreement which by their nature extend beyond the termination or expiration of any right to use the Services including, but not limited to, the restrictions set forth under Section 3 and Your obligations under Section 8 will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.
I. No Employment, Joint Venture or Partnership Relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture or combined entity by or between Arachnid and You or to make either the agent of the other and neither shall have the authority to bind the other. Arachnid and You each agree not to hold itself out as a partner, joint venturer, combined entity or agent of the other. Each party is and is intended to be engaged in its own and entirely separate business. Each party shall be solely responsible for determining the applicability of, and compliance with, any present and future federal, state and local laws, orders, codes, regulations, and ordinances that may apply to each party and their respective businesses and employees.
J. Force Majeure. Arachnid shall not be liable for any delay or failure in our performance under this Agreement due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of our vendors or service providers, unavailability of interruption or delay in telecommunications or third party services (including website hosting or DNS propagation), failure of third party software or hardware or inability to obtain any hardware or equipment needed to host the Services or otherwise fulfill our obligations to You under this Agreement.
K. Counterparts. This Agreement may be executed by any one or more of the parties to this Agreement in any number of counterparts, including by facsimile transmissions, each of which shall be deemed to be an original, including those sent by facsimile transmission, but all such counterparts shall together constitute the same instrument.