PBRewards Terms of Service
Effective Date: 8/11/2016
PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR PARTICIPATION IN THE PBREWARDS PROGRAM. THESE TERMS REQUIRE YOU ARBITRATE ANY DISPUTES YOU HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US OR ANY PROGRAM PARTY (DEFINED BELOW) IN A CLASS ACTION FORMAT.
NOTE TO MINORS: YOU MUST ASK YOUR PARENT OR LEGAL GUARDIAN FOR PERMISSION TO PARTICIPATE AND HAVE YOUR PARENT AGREE TO THESE PROGRAM TERMS ON YOUR BEHALF.
Professional Bull Riders, LLC (“PBR”) offers PBRewards (the “Program”), which is a loyalty rewards program and platform where eligible PBR customers have an opportunity to accumulate Points (defined below) by participating in offered activities, subject to the terms and conditions set forth in this Terms of Service (these “Terms”). The Program is operated and administered on behalf of PBR by a service provider, Row27 LLC dba FanMaker (“FanMaker”). As used in these Terms, the terms “we,” “us,” and “our” shall be deemed to collectively refer to both PBR and FanMaker.
By accessing or participating in the Program, you accept and agree to be legally bound by these Terms, whether or not you sign-up as a Member (defined below) of the Program. If you wish to become a Member and participate in the Program, please read these Terms and indicate your acceptance to these Terms by following the instructions in the Program sign-up process. It is important that you review these Terms regularly. We may impose limits on certain features, activities, promotions or services and may restrict, suspend, terminate your access to the Program, in whole or in part, at any time and for any or no reason, with or without prior notice and without liability.
Each time you access and/or use the Program, you agree to be bound by and comply with these Terms and any Additional Terms (defined below). If you do not agree to these Terms, please do not participate in the Program. The business realities associated with operating the Program are such that, without the limitations that are set forth in these Terms -- such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of certain disputes – we would not make the Program available to you.
Linkable Table of Contents
- Program Sign-Up
- Earning Points
- Member-Required Disclosures and Representations and Warranties
- Timing and Termination
- Content, Ownership, Limited License and Rights of Others
- Terms Applicable to User Content
- Member Disputes
- Code of Conduct
- Program and Content Use Restrictions
- Linked Sites and Advertisements; Dealings with Third Parties
- Limitation on Liability
- Our Rights
- Dispute Resolution and Governing Law
- Waiver of Injunctive or Other Equitable Relief
- Update to Terms
- Communications, Notices and Customer Service
- General Provisions
1. Eligibility. To participate in the Program, you must be at the time of Program enrollment: (i) at least thirteen (13) years of age; and (ii) a legal resident and physically located in one of the fifty (50) United States or the District of Columbia. Employees, officers and directors of PBR, FanMaker, IMG Worldwide, LLC (“IMG”), their parent companies, and each of their respective affiliated companies, subsidiaries, sales representatives, prize providers, advertising and promotion agencies of any of the above listed organizations, including any entities engaged in the development, execution or fulfillment of the Program, together with the immediate family members and persons living in the same household (whether legally related or not) as such individuals, are not eligible to participate in the Program. For purposes of these Terms, immediate family members are defined as spouse, partner, parents, legal guardians, in-laws, grandparents, siblings, children and grandchildren and those living in the same household shall mean people who share the same residence at least three (3) months a year, whether legally related or not. In order to access and use the Program, Members must have a Device (defined below) that is capable of accessing the Internet. Members under the age of majority in the state in which they reside (which is eighteen (18) in most states but is nineteen (19) in Alabama and Nebraska and twenty-one (21) in Mississippi) and who register for the Program represent to PBR that they have secured their parents’ or legal guardians’ permission to participate. In the event that PBR is notified by a parent or legal guardian of a minor that the parent or legal guardian does not wish his/her minor child to participate in the Program, PBR will delete the minor Member’s account and will void all Points in the account at the time of deletion. Minor participants must have a parent or legal guardian agree to these Program Terms as a condition of participation.
2. Program Sign-Up. To become a Program Member, eligible individuals may sign-up for the Program by visiting http://pbr.fanmaker.com/register and clicking on the links and following the instructions on the sign-up form. Registration is free. Once registered, you will have an online account to track your Program activity (referred to herein as a “Member Account”). Individuals who sign-up for the Program and receive a Member Account are referred to in these Terms as, “Members.” Participation in the Program constitutes Member’s full and unconditional agreement to these Terms and PBR’s and FanMaker’s decisions, which are final and binding in all matters related to the Program. In order to earn Points or otherwise participate in certain Qualifying Activities (defined below) offered as part of the Program, Members may be required to provide access to their accounts at social networking sites (such as, for example, Twitter and Facebook) and/or provide their mobile telephone number.
In connection with your Member Account, you agree that: (i) You will provide true, accurate, current, and complete information about yourself in connection with the sign-up process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (ii) You are solely responsible for all activities that occur under your Member Account – whether or not you authorized the activity; (iii) You are solely responsible for maintaining the confidentiality of your Member Account password and for restricting access to your Device so that others may not access the Program or your Member Account using your name, username, or password; (iv) You will immediately notify us of any unauthorized use of your Member Account, password, or username, or any other breach of security by calling us at the following phone number: 1-800-732-1727; and (v) You will not sell, transfer, or assign your Member Account. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, or any applicable law, then we may suspend or terminate your participation in the Program. We also reserve the more general and broad right to terminate your Member Account or suspend or otherwise deny you access to either of them or their benefits – all in our sole discretion, for any reason, and without advance notice or liability.
3. Earning Points. The Program offers Members the ability to accumulate and redeem loyalty rewards points (“Points”), on an individual basis and solely for Member’s own Member Account. The Program is structured to offer certain benefits based on the Member’s current balance of “redeemable” Points (that is, Points that have not previously been redeemed) or “lifetime” Points (that is, all prior Points accumulated by Member, whether previously redeemed or not). From time to time, we may establish, at our sole discretion, activities pursuant to which Members may “earn” Points (“Qualifying Activities”). Examples of “Qualifying Activities” include, but are not limited to:
1. PBR ticket purchases through PBR Customer Service, an IMG call center or through PBR.com online account manager, available at https://oss.ticketmaster.com/aps/pbr/EN/buy/browse.
2. PBRShop.com online purchases. For each dollar spent on PBRShop.com purchases, a certain number of Points will be awarded to Members.
3. Connecting your Facebook or Twitter account to your Member Account.
4. If you have connected your Facebook and/or Twitter account, certain designated social media activity on Facebook and Twitter, such as liking PBR posts and participating PBR partners content on Facebook (limit of five (5) per day) and sharing “FanStrike” messages through Twitter from the Member’s Twitter account will earn Points as designated on the Program website.
5. Promotional codes worth a certain number of pre-determined Points may be offered during PBR’s live streaming of events. Promotional codes are one-time use per Member, and are available for a specified limited amount of time. For each promotional code entered, Points will be awarded as set forth in the promotional materials accompanying the code.
6. Completion of specially marked surveys that award Points in connection with the Program.
7. Participation in certain on-site PBR event fan activations that specifically indicate that Points can be earned in the Program.
8. Registering for a Member Account.
9. Reading specific PBR content (such as articles, videos, press releases) that is specially marked to award points in the Program.
Qualifying Activities may be added, discontinued or be made available again, at any time, and from time to time in PBR’s sole and absolute discretion.
To keep your Member Account active, Members must earn Points within the previous twelve (12) months. Points earned through the Program will expire twelve (12) months from the last day of Points-earning Qualifying Activity on the Member Account. If no new Points are earned for a consecutive twelve (12) month period, PBR shall automatically expire all of your accrued, but unused redeemable Points. PBR may, in its discretion, send you periodic notifications to remind you that your Points will expire upon the 12th month of inactivity. However, it is your responsibility to monitor your Program account and Points status. Please note that we reserve the right to institute additional expiration dates for Points, as determined in our sole discretion. Certain actions taken prior to Program sign-up may be eligible to earn Points, in PBR’s sole and absolute discretion, and will be automatically credited by PBR to your Member Account. Points can be tracked in your Member Account. Points are always subject to verification and eligibility determined by us, in our sole and absolute discretion.
We reserve the right, in our sole discretion, at any time during the duration of the Program, all as set forth in these Terms, to: (i) change the number of Points awarded, or to award no Points, for any particular Qualifying Activity, (ii) offer additional or new Qualifying Activities for a limited time or permanently, (iii) delete any or all means to earn Points, (iv) limit the number of times or frequency a Member may earn Points for engaging in a Qualifying Activity or engaging in the activity during a specific time period, and (v) offer Points earning opportunities to select groups of Members. Also, PBR may offer Points for engaging in a Qualifying Activity under one set of rules for one promotion, and may opt not to offer Points for engaging in that same activity under a subsequent promotion. Once a Qualifying Activity has been successfully completed and verified, the corresponding number of Points will appear in your Member Account.
Each Member will be responsible for ensuring the accuracy of his/her Program Point totals. If a Member believes his/her Program Point total is not accurate, or that Points earned were not credited, please call us at the following phone number: 1-800-732-1727 within six (6) days of the end of the applicable activity. Points subsequently determined, in the sole discretion of PBR, to be invalid, will be removed from a Member’s Point accumulation total.
Any Points you earn by completing a Qualifying Activity are considered a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable right solely for use towards the earning of rewards. Accordingly, you have no property, proprietary, intellectual property, ownership, or monetary interest in your Points, which remain PBR property at all times. Points have no “real world” or cash value and are not redeemable for cash, transferable or assignable for any reason or otherwise by operation of law. Points have no purpose or use except in exchange for rewards (if any) offered via the Program. Accordingly, you may not purchase, sell, barter, or trade any Points, or offer to purchase, sell, or trade any Points or other virtual items. Under certain circumstances we may offer the ability for Members to “gift” Points to one another. The Member must identify the email address of the other Member they wish to gift their Points to. The recipient Member must acknowledge the Point transfer within seven (7) calendar days, or the gift expires. Any attempt to combine or transfer Points in any other manner will result in disqualification from the Program and forfeiture of all Points in the Member Account. Points will not be valid unless earned in strict compliance with the requirements as established and intended by us, and Member shall not attempt to earn Points by any means (including, without limitation, by using any script, bot or other automated means) that only simulates compliance with the applicable requirements. PBR reserves the right to take any other or additional action it deems appropriate, in its sole discretion, in the event that PBR believes, in its sole discretion, that a Member (or Members) has violated these Terms. You agree to abide by PBR’s final and binding decisions regarding the Program and your participation in it.
4. Member-Required Disclosures and Representations and Warranties. In connection with certain Qualifying Activities, from time to time, Members will receive access to PBR content that is made available by us through the Program (“Official Content”), and, depending on your selected settings, will include a request for permission to post that Official Content on Member’s behalf at various third party social sharing sites, such as facebook.com, twitter.com, or other sites or services we make available from time to time during the Program (the “Approved Sites”), which Approved Site accounts are registered by Member with the Program (“Site Accounts”) or will provide Member with the option to disapprove Official Content if they have selected the “auto post” content option. Each Member who submits or shares Official Content or User Content (defined below) on an Approved Site in connection with the Program is required by these Terms and by law to disclose anything of value that is received by the Member from PBR or FanMaker as encouragement for the Member’s sharing of such content.
You acknowledge and agree that if any such disclosures are included by PBR within any messaging that you share from the Program, you will not edit, alter or otherwise remove these disclosures from the message. You acknowledge that any failure to abide by the requirements set forth in the previous sentence may result in the termination of your Member Account and forfeiture of all your Points. Additionally, if you choose to share User Content or otherwise disclose your participation in the Program on your own or if the share functionality does not auto-generate the required disclosures, you agree to include the following statements as part of any message that mentions or otherwise references the Program, the User Content, the Official Content, or PBR: (i) solely, for Tweets® on the Twitter® platform, you agree to include the hashtags “#PBRewards” and “#sponsored”; and (ii) in any other message posted on any other social media platform, site or blog, you agree to include the following statement directly below the message: “In exchange for sharing content about PBR, I may earn points or entries into promotions as part of PBRewards.” Members agree and represent and warrant to the following statements:
- I will not post any information or content or conduct any activity that may violate, or which encourages the violation of, applicable local, state or federal laws or regulations and will promptly remove any such content upon request by PBR or FanMaker.
- I will not post any information or content that may infringe any intellectual property or other right of any third party and will promptly remove any such third party content upon request by PBR or FanMaker.
- I have read and will fully comply with the Federal Trade Commission’s (“FTC’s”) Endorsement and Testimonial Guides (“Guides”) (http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) when talking or writing about PBR. Further, and without limitation, I:
- Will clearly and conspicuously disclose my true identity and that I have received compensation and product and/or other incentive items from PBR (as applicable) proximate to any mention by me of PBR;
- Will not make any false, misleading or deceptive statement about PBR’s products or services;
- Ensure that all my statements accurately reflect only my honest, current opinions and beliefs based on my personal experience;
- Will not purport to speak on behalf of PBR; and
- Maintain my social media activities related to the Program in a manner appropriate for a family audience and will not be rude or abusive.
I have watched the FTC’s video guidance for bloggers on how to comply with the Guides: http://business.ftc.gov/multimedia/videos/endorsement-guides and will follow the guidance at http://business.ftc.gov/documents/bus71-ftcs-revised-endorsement-guideswhat-people-are-asking.
- I will strictly comply with all applicable Approved Site terms of service, membership agreements, privacy policies, and other similar applicable governing documents of any third-party sites, services or venues that I use in performing Program activities, including, without limitation, Twitter’s Terms of Service and Facebook’s Statement of Rights and Responsibilities.
A. Rewards Generally. Once earned, Points will be deposited into your Member Account profile and can be used to acquire rewards such as merchandise, offers and other items of value from the “Rewards Section” of the Program website, while supplies last. The “Rewards Section” of the Program website will list the corresponding Point value required to redeem each item. Rewards, and the redemption thereof, and any other related information are subject to prior confirmation of eligibility and compliance with these Terms. Rewards will not be awarded until a Member is confirmed and the verification process is complete, in PBR’s absolute discretion. The items listed as rewards on the website will fluctuate as available items are redeemed and additional items are added by PBR. Merchandise/items/prizes pictured as rewards on the website may not necessarily reflect exact colors, styles, or models of actual rewards due to printing variations and/or manufacturer’s updates. PBR makes no representations, warranties, or guarantees that any particular reward will be (or will continue to be) available or offered in the Program. Reward availability is limited and is on a first-come, first-served basis. PBR reserves the absolute right to modify, change, delete or add rewards, or any element thereof at any time. PBR reserves the right to modify the Point value(s) for any reward, at any time and for any reason, during the Program Period (defined below). All redemptions are subject to these Terms and all limitations or requirements on the Program website.
B. Redemption of Points. To spend/redeem your Points, navigate through the items listed on the rewards section of the Program website. You can choose any item still available for which you have accumulated sufficient Points for redemption. Click the image corresponding to the item you wish to redeem and follow the links and instructions to complete the redemption process. As part of the redemption process, you will receive a confirmation email and when applicable, an email confirming that the order has been processed. Emails will be sent to the email address associated with the Member’s Member Account. The total number of Points a Member can use to redeem an item at any given time is the total number of Points available in his/her Member Account at the time of redemption. Once a Member has ordered an item from the “Rewards Section” of the Program website, the order is final and the appropriate number of Points will be deducted immediately from his/her Member Account.
C. Provide Accurate Information. Each Member is responsible for ensuring the mailing address associated with his/her Member Account is accurate and up to date. We are not responsible for non-receipt of an item shipped to the mailing address associated with a Member’s Member Account. Changes to a Member Account or the information in it should only be made by the Member to whom such account belongs.
D. Points Redemptions are Final. All Points redemptions for items are final. Points will not be refunded or placed back in a Member’s quantity of redeemable Points for any reason after an order has been placed and merchandise may not be returned for any reason except if the item is damaged or defective, in which case the item will be replaced with the same or a like item.
E. Rewards with Limited Availability. Some items available in the “Rewards Section” of the Program website may be available in limited quantities, or for a limited time, and will be noted as such. Once the total available number of any such item has been claimed, or once the limited time to redeem such an item has expired, that item will be removed from the Rewards section of the Program website. If there is a particular reward offered that you would like to receive, you should redeem your Points for that reward as soon as possible (once you have enough Points) because supplies or redemption time may be limited and the Program may be discontinued at any time in our sole discretion. Many rewards are awarded on a first-come, first-served and while-supplies-last basis. If you redeem your Points for a reward and we determine that the reward was unavailable, out of stock or for whatever reason cannot be provided to you, we will “refund” the Points that you exchanged for the reward.
F. Forfeiture of Points. Any Points remaining in a Member Account thirty (30) days after the Program End Date (defined below) will be forfeited without compensation. The Points have no cash value and are only redeemable for items offered via the Program.
G. Points Conversion. From time to time, we may make items available in the “Rewards Section” of the Program website that will allow you to convert your accrued Points into rewards such as gift cards or similar items based on a pre-determined conversion ratio set by us. You understand and agree that we may set the Points conversion ratio for any such rewards in our sole and absolute discretion and we may change such conversion ratio at any time throughout the Program Period. The conversion ratio for Points into rewards may vary among retailers or rewards providers and all details regarding the specific conversion ratio applicable to a reward will be provided in the rewards section of the Program website. We also reserve the right to charge you an administrative fee such as a processing or handling fee when converting your Points to a form of gift card (or similar reward item) and you agree to pay any such amounts if requested by us at the time of Points redemption.
H. Rewards Sweepstakes. From time to time, as part of the Program activities, PBR may elect to conduct sweepstakes, some of which may be open for entry only to Members and other which may be open to the general public (each a “Sweepstakes”). Points may also be redeemable for entries in each Sweepstakes that may be offered from time to time as part of the Program activities. All Sweepstakes are subject to all rules, terms and conditions of the Sweepstakes, and described in the set of Official Rules that accompanies the Sweepstakes. Methods of entry into the various Sweepstakes will be detailed in the Official Rules. Members may enter the Sweepstakes by redeeming the specified number of Points for the specified number of entries as described in the Official Rules.
I. Release and Taxes. Members agree to sign and send to PBR an affidavit, release of liability, publicity release or similar agreement if requested by us prior to receiving your reward and provide any other information or documents reasonably requested by PBR in connection therewith (including, without limitation, an IRS Form W-9). Members are responsible for all applicable taxes, including income tax liability, associated with any item acquired under the Program. PBR will issue (or caused to be issued) an IRS Form 1099-MISC to Members obtaining any item(s) with a combined total value equal to $600 or more in any single calendar year. Members obtaining any item(s) with a combined total value equal to $600 or more in any single calendar year will be required to provide his/her Social Security Number within the timeframe specified for tax reporting purposes prior to the shipment of the item(s). An IRS Form 1099-MISC will be issued to him/her for the total value of all items awarded for the tax year in which the item(s) are awarded.
J. Other Terms Applicable to Rewards. Rewards (which include any products or services that a Member can redeem Points for) are provided “as is” with no warranty or guarantee, either express or implied by us. Points are not your personal property, and are not descendible, may not be inherited, bartered or sold to any third party. You cannot transfer Points nor have rewards sent to any third party. Points may not be redeemed with us for money or exchanged with any third party for money. The only way for you to use Points is to redeem them for Program rewards to be sent to yourself. Products made available as rewards may be refurbished products. Some rewards may have age eligibility requirements. We reserve the right to verify your eligibility qualifications prior to fulfilling a reward.
K. Delivery of Rewards. Rewards will be mailed to your U.S. postal address that you provided when you created, or last updated, your Member Account. No rewards will be shipped to P.O. Boxes, APO (Army Post Office) or FPO (Fleet Post Office) addresses, or destinations outside the United States. Rewards shipped via postal mail will be shipped within approximately eight (8) to twelve (12) weeks from the date your order is processed, unless the Program states a different schedule or the particular reward you ordered is limited in quantity, backordered, or out of stock. We are not liable for any damages to, losses of or delays in any shipments. Rewards that are undeliverable for whatever reason (including because your Program information is incorrect) will not be re-sent and are forfeited, and the Points will not be refunded. After ordering a reward, you may receive a confirmation e-mail with an order number, which you should retain for your records. If you contact us in the future about your reward order, you may be required to provide your order number.
6. Timing and Termination. The “Program Period” will begin on January 4, 2016 and will end on a date to be determined in PBR’s sole and absolute discretion, which date shall be posted on the Program or sent to you via email (the “Program End Date”). PBR makes no guarantee or representation as to the length of time during which the Program will be offered, and the Program could end at any time. PBR reserves the right to cancel, modify, restrict, suspend or terminate the Program or any aspect or feature of the Program, including Points, and/or extend or shorten the current Program Period at any time without notice. After the Program End Date, Members will no longer be permitted to earn Points. Members will have thirty (30) days after the Program End Date (or the specific number of days noted in the Program ending announcement) during which to redeem any remaining Points in their Member Account. After such thirty (30) day period, all Points will expire and the Program will no longer be available, and no further liability will be owed by us to any Member. Any Points remaining in a Member Account thirty (30) days after the Program End Date will be forfeited without compensation.
These Terms will remain in full force and effect while you use the Program and/or are a Member. We may suspend or terminate your membership for any reason, at any time, including if you fail to remain in good standing in the Program. If we suspend or terminate you as a Member because you have breached these Terms, you may either be terminated from the Program or otherwise be restricted by us from redeeming Points or earning more Points until such time (if ever) when we reinstate your membership (at our discretion). In the event that you are terminated as a Member, we may elect to immediately void all of your accumulated Points and, in such instance, you shall not be entitled to redeem Points for any items. Even after your participation is terminated, these Terms will remain in effect. We reserve the right, at our sole discretion, to pursue all of our legal remedies, including, but not limited to, deletion of your Member Account, profile and submitted User Content from the Program upon any breach by you of these Terms.
If you wish to discontinue your participation in the Program, please contact us at 1-800-732-1727.
A. Content. The Program contains a variety of: (i) materials and other items relating to PBR and its products and services, and similar items from our licensors and other third parties, including all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Program, and the compilation, assembly, and arrangement of the materials of the Program and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of PBR and FanMaker (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).
B. Ownership. The Program (including past, present, and future versions) and the Content are owned or controlled by PBR, FanMaker and/or our licensors and certain other third parties. All Content included on the Program is used with the permission of PBR, such as text, graphics, logos, icons, images, and audio clips. All right, title and interest in and to the Content available on the Program is the property of PBR or our licensors or certain other third parties and is protected by United States and international copyright, trademark, patent or other intellectual property rights to the fullest extent possible.
C. Limited License. Subject to your strict compliance with these Terms and any Additional Terms, PBR grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: (i) download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only, and (ii) to use certain Content that we may from time to time make available on the Program explicitly for you for use as part of or to be incorporated into your User Content (“PBR Licensed Elements”), but only for such purposes as may be explicitly stated at the time that the PBR Licensed Elements are made available on the Program; but we and our licensors and certain other third parties, as the case may be, retain ownership of such PBR Licensed Elements. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in PBR’s sole discretion, and without advance notice to you or liability to us. In some instances, we may permit you to have greater access to and use of Content and/or PBR Licensed Elements, subject to certain Additional Terms. You may not distribute, modify, transmit, reuse, re-post, or use the Content on the Program for public or commercial purposes, including the text, images, audio, and video without PBR’s written permission.
D. Rights of Others. When using the Program, you must respect the intellectual property and other rights of PBR and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. PBR respects the intellectual property rights of others.
A. User-Generated Content.
(i) General. PBR may now or in the future offer Members the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Program messages, text, illustrations, files, images, graphics, photos, comments, responses (including, without limitation, responses to any surveys or other similar solicitations by, or on behalf of, PBR), surveys, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding PBR Licensed Elements included therein, “User Content”). PBR may allow you to do this through forums, blogs, message boards, social communities, e-mail, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User Content.
In your communications with PBR, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for vehicles, music, web sites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Program are deemed User Content and licensed to us as set forth below. In addition, PBR retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. PBR’s receipt of your Unsolicited Ideas and Materials is not an admission by PBR of their novelty, priority, or originality, and it does not impair PBR’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
(iii) License to PBR of Your User Content. Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User Content, you hereby grant to PBR, and you agree to grant to PBR, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to PBR to your User Content, you also hereby grant to PBR, and agree to grant to PBR, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 8(A)(iii).
(iv) PBR’s Exclusive Right to Manage our Venue. PBR may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User Content, and PBR may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User Content without notice or any liability to you or any third party in connection with our operation of User Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms, including without limitation, the content restrictions set forth in the Code of Conduct . Such User Content submitted by you or others need not be maintained on the Program by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User Content in connection with the Program or elsewhere.
(v) Representations and Warranties Related to Your User Content. Each time you submit any User Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User Content you submit, and that, as to that User Content: (a) you are the sole author and owner of the intellectual property and other rights to the User Content, or you have a lawful right to submit the User Content and grant PBR the rights to it that you are granting by these Terms and any Additional Terms, all without any PBR obligation to obtain consent of any third party and without creating any obligation or liability of PBR; (b) the User Content is accurate; (c) the User Content does not and, as to PBR’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User Content will not violate these Terms (including the Code of Conduct) or any Additional Terms, or cause injury or harm to any person.
(vi) Enforcement. PBR has no obligation to monitor or enforce your intellectual property rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at PBR’s cost and expense, to which you hereby consent and irrevocably appoint PBR as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
9. Member Disputes. You are solely responsible for your interactions with other Members, whether online or offline. We are not responsible or liable for the conduct or content of any Member. PBR reserves the right, but have no obligation, to monitor or become involved in disputes between you and other Members. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.
10. Code of Conduct. You understand and agree that PBR may review and delete any User Content that in the sole judgment of PBR violates these Terms or which might be offensive, inconsistent with what is appropriate in the Program, illegal, or that might violate the rights, harm, or threaten the safety of Members. The following is a list of the kind of User Content that is prohibited. PBR reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including, without limitation, removing the offending User Content and terminating the membership of such violators. Content that violates the “Code of Conduct” includes, but is not limited to, User Content that:
- is patently offensive, such as User Content that promotes racism, discrimination, bigotry, hatred or physical harm of any kind against any group or individual;
- harasses or advocates harassment of another person or any cursing, stalking, insensitive comments, personal attacks or gossip;
- involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”, or flooding;
- contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
- displays obscene, pornographic or sexually explicit material of any kind or is defamatory or slanderous;
- promotes any infringing, illegal, or other similarly inappropriate activity;
- impersonates any other person, user, or company, or may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company;
- solicits personal information from anyone; and/or
- engages in commercial activities and/or sales without PBR’s prior written consent, including, but not limited to, contests, sweepstakes, barter, advertising, and/or pyramid schemes.
Even though all of this is strictly prohibited, there is a small chance that Members might become exposed to such items and each Member further waives Member’s right to any damages (from any party) related to such exposure.
Your participation in the Program is subject to these additional rules that are part of our Code of Conduct:
• Your User Content. All of your User Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any Additional Terms. Your User Content should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any User Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your User Content or has any rights to your User Content, or if anyone appears in the User Content, then you must also have their permission to submit such User Content to PBR. (For example, if someone has taken a picture of you and your friend, and you submit that photo to PBR as your User Content, then you must obtain your friend’s and the photographer’s permission to do so.)
• Speaking of Photos: No Pictures, Videos, or Images of Anyone Other Than You and Your Friends and Family. If you choose to submit photos to the Program, link to embedded videos, or include other images of real people, then make sure they are of you alone or of you and someone you know – and only if you have their express permission to submit it.
• Don’t Damage the Site or Anyone’s Computers or Other Devices. Your User Content must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Program or any computer or other Device.
• Others Can See. We hope that you will use the Program to exchange information and content and have venue appropriate discussions with other members. However, please remember that the site pages of the Program may be public or semi-public and User Content that you submit in connection with the Program may be accessible and viewable by other users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, e-mail address, or other personally identifiable information or contact information) on public or semi-public spaces and take care when disclosing this type of information to others.
• Don’t Share Other Peoples’ Personal Information. Your User Content should not reveal another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by PBR.
If you submit User Content that we reasonably believe violates this Code of Conduct, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User Content in question being removed from the Program.
A. Program Use Restrictions. You agree that you will not: (i) use the Program for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) transmit any chain letters or junk email to other Members; (iii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iv) engage in any activities through or in connection with the Program that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to PBR; (v) reverse engineer, decompile, disassemble, reverse assemble, or modify any site source or object code or any software or other products, services, or processes accessible through any portion of the Program; (vi) engage in any activity that interferes with a user’s access to the Program or the proper operation of the Program, or otherwise causes harm to the Program, PBR, or other Members of the Program; (vii) interfere with or circumvent any security feature of the Program or any feature that restricts or enforces limitations on use of or access to the Program, the Content, or the User Content; or (viii) otherwise violate these Terms or any Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Program: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Program by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content (other than to the extent of your permitted use of the PBR Licensed Elements, if applicable); (vi) you will not modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party application or websites, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of PBR or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Program and Content. PBR may immediately suspend or terminate the availability of the Program and Content (and any elements and features of them) in whole or in part for any reason, in PBR’s sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Program. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Program. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by PBR and its licensors and other third parties. Any unauthorized use of any Content or the Program for any purpose is prohibited.
B. Linked Sites and Advertisements. In addition to perks, the Program may also contain other links to sites that are controlled by third parties (“Linked Sites”). Those Linked Sites are not controlled by PBR, and Members acknowledge that PBR is not responsible for the content of any such Linked Site or any link contained in a Linked Site. PBR provides such links only as a convenience, and the inclusion of any link does not imply endorsement by PBR of any Linked Site. PBR does not endorse, approve, or sponsor any Linked Sites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, PBR is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Sites. Finally, PBR will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Sites. PBR disclaims all liability in connection therewith.
C. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Program (including on or via Linked Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). PBR disclaims all liability in connection therewith.
THE PROGRAM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, PBR, FanMaker, their parent companies and each of their respective affiliates and subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, successors, and assigns (collectively, “Program Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
(a) the Program (including the Content and the User Content) and the website that makes the Program available;
(b) the functions, features, or any other elements on, or made accessible through, the Program and the Program website;
(c) any products, services, or instructions offered or referenced at or linked through the Program and Program website;
(d) security associated with the transmission of your User Content transmitted to PBR or via the Program website;
(e) whether the Program website or the servers that make the Program website available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
(f) whether the information (including any instructions) on the Program website is accurate, complete, correct, adequate, useful, timely, or reliable;
(g) whether any defects to or errors on the Program website will be repaired or corrected;
(h) whether your access to the Program website will be uninterrupted;
(i) whether the Program website will be available at any particular time or location; and
(j) whether your use of the Program is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A PROGRAM PARTY, PROGRAM PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
14. Limitation on Liability. UNDER NO CIRCUMSTANCES WILL ANY PROGRAM PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
(a) the Program (including the Content and the User Content) and the website that makes the Program available;
(b) your activities in connection with the Program and Program website;
(c) your use of or inability to use the Program, or the performance of the website associated with the Program;
(d) any action taken in connection with an investigation by Program Parties or law enforcement authorities regarding your access to or use of the Program;
(e) any action taken in connection with copyright or other intellectual property owners or other rights owners;
(f) any errors or omissions in the Program’s and Program website’s technical operation; or
(g) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Program Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Program).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROGRAM PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE PROGRAM AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID PBR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY PBR OR A MANUFACTURER OF A PHYSICAL PRODUCT.
15. Our Rights. PBR reserves the right to modify, suspend, cancel or discontinue the Program, in whole or in part, for any reason, at its sole discretion, with or without notice to Members. PBR may, among other things, withdraw, limit, modify, suspend or cancel any item and/or modify or regulate the Points, items or benefits you may have accrued. Each Member agrees that PBR will not be liable to a Member or any third party for any modification or discontinuance of the Program. PBR reserves the right to interpret and apply the policies and procedures communicated in these Terms. All determinations by PBR, including determinations of eligibility, and proper authorization of Point and item redemption, shall be final and conclusive in each case. PBR reserves the right to terminate any Member’s participation in the Program, to deny award of any item and/or terminate service if, in PBR’s sole judgment, such Member has in any way violated these Terms.
16. Fraud. Fraud or abuse relating to the registration process, providing of personal information, or redemption of items is a violation of these Terms. Users are solely responsible for any fraudulent use that may occur due to the theft of or sharing of a Member’s password. Members agree to immediately notify PBR of any unauthorized use of their account or any other breach of security known to them. The Program is a service provided to an individual Member, not a company or other entity, and a company or other entity may not direct, encourage or allow individuals to participate for anything other than individual use. PBR reserves the right to terminate or suspend a Member’s participation in the Program and/or void a Member’s Points if any Member engages in fraudulent activity or otherwise uses the Program other than in accordance with these Terms and applicable law.
ANY ATTEMPT BY ANY MEMBER OR ANY OTHER INDIVIDUAL OR ENTITY TO DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM IS A VIOLATION OF THESE TERMS. PBR RESERVES THE RIGHT TO INVESTIGATE ANY SUSPICIOUS ACTIVITY AND TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.
17. Dispute Resolution & Governing Law. The parties each agree to finally settle all disputes only through arbitration; provided, however, PBR shall be entitled to seek injunctive or equitable relief in the state and federal courts in New York County, New York and any other court with jurisdiction over the parties. In arbitration, there is no judge or jury and review is limited. The arbitrator’s decision and award is final and binding, with limited exceptions, and judgment on the award may be entered in any court with jurisdiction. The parties agree that, except as set forth above, any claim, suit, action or proceeding arising out of or relating to the Program shall be resolved solely by binding arbitration before a sole arbitrator under the streamlined Arbitration Rules Procedures of JAMS Inc. (“JAMS”) or any successor to JAMS. In the event JAMS is unwilling or unable to set a hearing date within fourteen (14) days of the filing of a “Demand for Arbitration”, then either party can elect to have the arbitration administered by the American Arbitration Association (“AAA”) or any other mutually agreeable arbitration administration service. If an in-person hearing is required, then it will take place in New York, New York. The federal or state law that applies to these Terms will also apply during the arbitration. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other proceedings that involve any claims or controversy of another party, including any class actions; provided, however, if for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then the agreement to arbitrate doesn’t apply and the dispute must be brought in a court of competent jurisdiction in New York, New York. PBR agrees to pay the administrative and arbitrator’s fees in order to conduct the arbitration (but specifically excluding any travel or other costs of entrant to attend the arbitration hearing). Either party may, notwithstanding this provision, bring qualifying claims in small claims court.
By participating in the Program, Member agrees to the Mandatory Arbitration Provisions above. MEMBER UNDERSTANDS THAT MEMBER IS VOLUNTARILY WAIVING MEMBER’S RIGHT TO A JURY TRIAL OR JUDGE TRIAL FOR SUCH DISPUTES. BY PARTICIPATING IN THE PROGRAM, MEMBER AGREES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE PROGRAM, OR ANY REWARD AWARDED, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. These Terms and any Additional Terms will be governed by and construed in accordance with, and any disputes will be resolved in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU WANT TO ASSERT A DISPUTE AGAINST US, THEN YOU MUST COMMENCE IT WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.
18. Waiver of Injunctive or Other Equitable Relief. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITES, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US (INCLUDING YOUR LICENSED USER CONTENT) OR A LICENSOR OF PBR.
19. Indemnity. In exchange for the right to participate in the Program, you agree to indemnify, defend (at our option) and hold us and the other Program Parties harmless from and against any and all damages, losses, liabilities, claims, costs, investigations, judgments, fines, penalties, settlements, interest, expenses or demands, including, but not limited to, personal injury, death, or damage to or loss of property, that directly or indirectly arise from or are related to: (i) your User Content; (ii) your use of the Program and your activities in connection with the Program; (iii) your breach or anticipatory breach of these Terms or any Additional Terms; (iv) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Program or your activities in connection with the website and the Program; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) our use of the information that you submit to us (including your User Content) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by us in the defense of any Claim and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. We reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of PBR. We are not responsible for technical, hardware, network connections or incomplete or delayed computer transmissions, regardless of cause.
20. Updates to Terms. These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which they apply, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE PROGRAM MAY BE MODIFIED AND WE MAY CEASE OFFERING THE PROGRAM UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE PROGRAM YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE PROGRAM (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE PROGRAM AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE REVISED TERMS. Therefore, you should review the posted terms of service and any applicable Additional Terms each time you use the Program (at least prior to each transaction or submission). The revised Terms will be effective as to new use and transactions as of the time that we post them or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Program will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page, and the e-mail you associated with your Member Account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or Additional Terms by discontinuing use of the Program and related services.
By signing-up for the Program, you agree that: (i) we may give you notices of important matters by prominently posting notice on the home page of the Program or in another reasonable manner we determine in our sole discretion; and (ii) we may contact you and send you communications by postal mail and e-mail at the addresses provided in your Member Account. These communications may include marketing communications about the Program as well as other promotional offers unrelated to the Program and you consent to receive these communications from us even if you previously indicated to us that you no longer wanted to receive communications from us. Your sign-up to the Program will serve as your express agreement to receive these marketing and similar communications from us. You may prospectively modify certain types of email communications that you receive from us relating to the Program by following the instructions contained within such emails. Such changes will only impact our email communications to the extent described in the modification process. You agree to promptly notify us if you change your e-mail or mailing address by updating your Member Account.
If you have a question regarding using the Program, you may contact PBR Customer Service by calling our toll-free number at1-800-732-1727. You acknowledge that the provision of customer support is at our sole discretion and that we have no obligation to provide you with customer support of any kind.
A. Severability. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.
B. Investigations; Cooperation with Law Enforcement; Termination; Survival. We reserve the right, without any limitation, to: (i) investigate any suspected breaches of the Program website’s security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue the Program, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to us under these Terms or any Additional Terms. Upon suspension or termination of your access to the Program, or upon notice from us, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Program. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
C. Assignment. We may assign our rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of PBR.
D. No Waiver. Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or us in exercising any rights, powers, or remedies hereunder or thereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
E. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service, mobile service, and other services needed for your access to and use of the Program and you will be responsible for all charges related to them.