DRAFT ANALYZER TERMS OF USE

1. DRAFT ANALYZER TERMS OF USE

ADVANCED SPORTS MEDIA, LLC an ILLINOIS LLC with primary office at 2459 N. SEMINARY AVE. STE 2, CHICAGO, ILLINOIS 60614, (“ASM”) and its Draft Analyzer licensees (the “Licensee(s)”) (ASM and Licensees collectively referred to as either “we”, “us”, or “Provider”) make available to you the user in its own capacity, their agents, and employees (“you”, “your” or “User”) the draft analyzer application and software (the “Draft Analyzer”), subject to these Draft Analyzer Terms of Use (the “Terms of Use”). Together, both are known as the “Parties”.

DO NOT ACCESS THE DRAFT ANALYZER OR DOWNLOAD ANY PRODUCTS OR AGREE TO RECEIVE SERVICES FROM ASM UNLESS YOU HAVE READ AND AGREE TO BE BOUND TO THE TERMS SETFORTH IN THIS TERMS OF USE. YOUR AFFIRMATIVE ACT OF USING DRAFT ANALYZER SIGNIFIES THAT YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE, DO NOT START USING DRAFT ANALYZER. FAILURE TO ABIDE BY THESE APPLICATION TERMS OF USE MAY SUBJECT THE USER TO DAMAGES, TERMINATION OF THE ACCOUNT, AND LOSS OF DATA. WE RESERVE THE RIGHT TO MAKE DETERMINATION OF VIOLATION IN OUR SOLE AND ABSOLUTE DISCRETION. ACCOUNT TERMINATION OR SUSPENSION MAY COME WITHOUT WARNING OR RECOURSE.

2. CHANGES TO THE TERMS OF USE.

We may update these Terms of Use at any time and without advanced written notice. The applicable policy will always be posted at www.draftanalyzer.com/support/terms-of-use. You are responsible for checking these terms periodically for changes, revisions or modifications and should do so before each use of the Draft Analyzer. Continued usage of the Draft Analyzer after changes in the Terms of Use signifies your acceptance of any new terms.

3. ELECTRONIC DELIVERY POLICY AND YOUR CONSENT.

You agree that we may provide to you required notices, agreements and other information concerning Draft Analyzer electronically. We will post the notices on the home page of Draft Analyzer or send the relevant information to an e-mail address that you have designated.

4. CHANGES TO DRAFT ANALYZER.

We may discontinue or change any service or feature of Draft Analyzer at any time, without notice, and without compensation or refund to you.

5. PERMISSIBLE USE ONLY.

You may use Draft Analyzer for lawful purposes only. You may not submit or transmit to Draft Analyzer any material, or otherwise engage in any conduct that:

1. violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights;
2. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, or contains explicit or graphic descriptions, or accounts of, sexual acts;
3. impersonates any person, business or entity, or represents any deceptive or fraudulent act;
4. contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
5. interferes with the use of Draft Analyzer by others;
6. abuses system resources including but not limited to hacking, pinging, flooding, spoofing, or other malicious activity;
7. violates these Terms of Use.

6. SECURITY.

You are responsible for any misuse of your account, even if a friend, family member, guest or employee committed the inappropriate activity. Therefore, you must take steps to ensure that others do not gain unauthorized access to your account. In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another server resource or network.

Your password provides access to your account. It is your responsibility to keep your password secure. Sharing your password and account access with unauthorized users is prohibited. You should take care to prevent others from using your account since you will be held responsible for such use.

You may not attempt to circumvent user authentication or security of any host, network or account ("cracking"). This includes, but is not limited to, accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other networks. Use or distribution of tools designed for compromising security is prohibited. Examples of these tools include, but are not limited to, password guessing programs, cracking tools or network probing tools. You may not attempt to interfere with service to any user, host, or network ("denial of service attacks"). This includes, but is not limited to, "flooding" of networks, deliberate attempts to overload a service, and attempts to "crash" a host.

Users who violate systems or network security may incur criminal or civil liability. Provider will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations.

7. USE OF SOFTWARE.

Subject to User strict compliance with these Terms of Use, we grant you a personal, non-exclusive, non-transferable, limited, revocable license to access the Draft Analyzer. The Draft Analyzer and any and all related software are protected by copyright and other intellectual property laws and treaties and is owned by us or our suppliers. You may not sell or redistribute the Draft Analyzer. You may not incorporate the Draft Analyzer or any portion thereof into another product. You may not reverse engineer, decompile, or disassemble the Draft Analyzer or otherwise attempt to derive the source code (except where expressly permitted by law). You may not modify, adapt, or create derivative works from the Draft Analyzer in any way or remove proprietary notices in the Draft Analyzer. You agree to abide by all laws and regulations in effect regarding your use of the Draft Analyzer. You may not authorize or assist any third party to do any of the things prohibited in this paragraph.

8. DISCLAIMER OF WARRANTIES.

We provide the Draft Analyzer “AS IS”, “WITH ALL FAULTS” and “AS AVAILABLE.” We and our suppliers make no express warranties or guarantees about DRAFT ANALYZER.

PROVIDER DOES NOT WARRANT OR REPRESENT THAT YOUR ACTIVITIES OR USE OF THE DRAFT ANALYZER IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE DRAFT ANALYZER IS AT YOUR SOLE RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE DRAFT ANALYZER.

TO THE EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS DISCLAIM ANY EXPRESSED OR IMPLIED WARRANTIES THAT DRAFT ANALYZER AND ALL SOFTWARE, CONTENT AND SERVICES DISTRIBUTED THROUGH US ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT DRAFT ANALYZER WILL MEET YOUR REQUIREMENTS, IS ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF DRAFT ANALYZER, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, OR ACCURATE. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE DRAFT ANALYZER AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A PROVIDER REPRESENTATIVE SHALL CREATE A WARRANTY.

YOU ASSUME FULL RESPONSIBILITY AND PROVIDER RETAINS NO LIABILITY FOR THE LOSS OF DATA FOR ANY REASON.

YOU ASSUME FULL RESPONSIBILITY AND PROVIDER RETAINS NO LIABILITY FOR THE COMPROMISE OF DATA DUE TO THIRD-PARTY HACKING OF ANY SYSTEM.

YOU ASSUME FULL RESPONSIBILITY AND PROVIDER RETAINS NO LIABILITY FOR THE COMPROMISE OF DATA DUE TO DATA LOSS ASSOCIATED WITH EQUIPMENT FAILURE.

9. LIMITATION OF LIABILITY.

YOU AGREE THAT THE LIMIT OF ALL DAMAGE CLAIMED BY YOU FOR ANY REASON AGAINST ASM, OUR LICENSEES, OUR AFFILIATES, MANAGEMENT, AGENTS, OWNERS AND SUPPLIERS, SHALL BE A REFUND OF ACTUAL AMOUNTS PAID BY YOU TO US. IN NO EVENT SHALL ASM’S LIABILITY, OR THE LIABILITY OF OUR LICENSEES, PARENT AND OUR SUPPLIERS FOR ANY AND ALL CLAIMS RELATING TO THE USE OF DRAFT ANALYZER EXCEED THE TOTAL AMOUNT OF SERVICE FEES THAT YOU PAID US DURING A ONE-YEAR PERIOD FOR THE SPECIFIC SERVICE AT ISSUE.

TO THE EXTENT PERMITTED BY LAW, ASM, OUR LICENSEES, OUR AFFILIATES, MANAGEMENT, AGENTS, OWNERS, AND OUR SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON DRAFT ANALYZER. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNIFICATION.

You agree to defend, indemnify, and hold harmless Provider, their affiliated companies, and their respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney's fees that arise from your use or misuse of Draft Analyzer and/or Provider’s cost of enforcement of these Terms of Service. You agree to make payment for these indemnified actions promptly on an as-incurred basis. Notwithstanding the foregoing, Provider retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against Provider and its independent contractors under the terms and provisions of this Section 10 and in no event will you settle any claim without Provider's prior written approval.

11. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES.

THIS AGREEMENT AND THE INTERPRETATION OF ITS TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

12. ARBITRATION.

The Parties waive all rights to trial by jury in any action or proceeding instituted in connection with these Terms of Use, including, without limitation, the Draft Analyzer. Any controversy or claim arising out of or relating to these Terms of Use and/or the Draft Analyzer shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of Illinois, in the City of Chicago, County of Cook. Any cause of action filed by you with respect to these Terms of Use and/or the Draft Analyzer must be filed within ninety (90) days after the occurrence of the facts giving rise to the cause of action, otherwise the cause will be forever barred.

13. GOVERNING LAW; JURISDICTION AND VENUE.

THESE TERMS OF USE AND THE INTERPRETATION OF ITS TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES. For any matters which are not subject to arbitration as set forth in these Terms of Use in connection with the entering of any judgment on an arbitration award in connection with these Terms of Use and/or the Draft Analyzer, the Parties irrevocably submit and consent to the exclusive jurisdiction and venue of the New York state and federal courts located in the City of Chicago, County of Cook, and State of Illinois. The parties agree not to raise the defense of forum non conveniens.

14. TERMINATION.

Your right to use Draft Analyzer automatically terminates if you violate these Terms of Use. We also reserve the right, in our sole discretion, to suspend your access to all or part of Draft Analyzer, if you are delinquent in payment, with or without notice.

However, termination of your right to service does not limit or change our mutual rights or obligations under these Terms of Use. Our limitation of liability and your responsibility for past balances and indemnification of us survives any termination of service. Specifically sections 1 through 15 survive any termination and continue to govern any interaction between the Parties.

15. MISCELLANEOUS.

You agree to comply with all rules, laws and regulations that are applicable to your use of the Draft Analyzer, including, without limitation, those governing your transmission or use of any software or data. These Terms of Use contain the sole and entire agreement between the Parties with respect to the use of the Draft Analyzer and supersedes any and all other prior or contemporaneous written or oral agreements between them. Captions contained in these Terms of Use are inserted only as a matter of convenience or for reference and in no way define, limit, extend, or describe the scope of the Terms of Use or the intent of any provision of these Terms of Use. No waiver of any of the terms in the Terms of Use will be of any force or effect unless made in writing and signed by a duly authorized officer of Provider. It is the intent of the Parties to these Terms of Use that neither these Terms of Use, nor any covenant in the Terms of Use, will be construed against either party pursuant to the common law rule of construction against the drafter. It is the intent of the Parties to these Terms of Use that said rule not be applicable to these Terms of Use. You may not assign or transfer any of the rights or obligations that arise under the Terms of Use to any third party without the prior written consent of Provider. If any provision of the Terms of Use is held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action will be strictly construed and will not affect the validity or effect of any other provision of the Terms of Use.