Version Dated: November 2018
IMPORTANT LEGAL NOTICE; ACCEPTANCE OF TERMS
Edge Systems (“Edge,” “we,” “us” or “our”) provides the website located at https://[www.footballgeniusgame.com] and other websites through which the Services are accessed (the “Site”), our branded mobile applications as well as mobile applications that we develop and host for third parties and that contain third-party branding (“Apps”), and our other software, services, content and products (collectively, together with the Site and Apps, the “Services”). These terms (these “Terms”) govern our provision and your use of the Services in connection with which these Terms are posted.
IMPORTANT: THESE TERMS INCLUDE, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER. PLEASE SEE SECTION ENTITLED, “GOVERNING LAW AND ARBITRATION OF DISPUTES,” FOR MORE INFORMATION.
These Terms constitute a contract between you and Edge. Please read these terms carefully before clicking the “I Agree” button or downloading, installing, accessing or using the Services. By clicking the “I Agree” button or by downloading, installing, accessing or using the Services you accept and agree to be bound by these Terms. You may not use the Services if you do not agree to these Terms. Supplemental rules, conditions and terms may apply to certain Services, including the rules (“Rules”) that are applicable to each of our Football Genius contests (“Contests”). Such rules, conditions and terms will be disclosed to you in connection with the Contest or other Service or activity to which they relate.
ALL CONTESTS ARE FREE TO PLAY, AND NO PURCHASE IS EVER REQUIRED TO PLAY CONTESTS.
The Services are always evolving and the form and nature of the Services that Edge provides may change from time to time without prior notice to you. In addition, Edge may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice.
LIMITED LICENSE; RESTRICTIONS ON USE
Subject to these Terms, you are hereby granted a limited, nonsublicensable, non-transferable, non-exclusive, revocable, license to install, access and use the Services solely for personal, noncommercial purposes strictly in accordance with these Terms and in accordance with all other agreements, including any Rules, that you may have entered into in connection with the Services. You agree to comply with any and all rules, restrictions and disclaimers that are posted on the Services. You may use the Services only for personal use.
You agree to not use the Services in any manner that may impair, overburden, damage, disable or otherwise compromise (a) any Edge services or products; (b) any other party’s use and enjoyment of any Edge services or products; or (c) any services or products of any third parties.
You agree to comply with all applicable laws, rules, regulations and applicable usage rules governing the downloading, installation and/or use of the Services.
From time to time, Edge may offer updates for the Services. Such updates may contain, without limitation, bug fixes, patches, enhanced functionality, plug-ins and new versions of the Services software. By using the Services, including downloading and installing the Apps, you agree, as applicable, to download, install and/or use such updates to achieve full functionality of the Services and you authorize the automatic download and installation of all automatic updates.
We expressly prohibit the use of devices (including software) designed to provide repeated automated access to the Services, including for any commercial purpose, except for those devices expressly authorized by us. We reserve the right to take any and all measures necessary to prevent such access, including denial or termination of your access to the Services.
The Services are our copyrighted property or the copyrighted property of our licensors or licensees and all trademarks, service marks, trade names or other intellectual property rights in the Services are owned by us or our licensors or licensees. You acknowledge that we retain full and complete ownership of the Services and that you acquire absolutely no rights or licenses hereunder in or to the Services or our intellectual property other than the limited right to use the Services in accordance with these Terms. Except as expressly authorized herein, you may not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate or commercially exploit the Services or any of our intellectual property in any manner (including electronic, print or other media now known or hereafter developed) without our written consent.
In order to participate in a Contest, you must open and maintain an “Account”, as described below under the heading “Account Registration”. All Contests are free-to-enter and no purchase is necessary to play Contests.
Contests are open to Account holders who are at least eighteen (18) years old (or the of age of majority within your jurisdiction, whichever is older), and who are legal residents of the fifty (50) United States or the District of Columbia, and who are physically located in and using the Services from one of the fifty (50) United States or the District of Columbia.
By participating in a Contest, you represent that you are eligible to participate in that Contest.
Except as otherwise provided herein, the following persons may play but are not eligible to receive any prize: employees, managers, officers and directors of Edge or of Edge’s affiliates, and (a) their parents, siblings, children, or spouses, and (b) any person who shares the same residence with any of the foregoing persons for at least three (3) months of the year. All Contests and persons are subject to these Terms. Contests are void where prohibited by law.
COMPLIANCE WITH LAW
You are subject to all applicable federal, state and local laws, rules, regulations and pronouncements of governmental bodies, agencies and authorities in your use of the Services. Use of the Services in violation of these or any applicable law, rule, regulation or pronouncements is prohibited.
Edge does not represent or warrant that any or every action you take with regard to your Account and related activities in connection with the Services, including the Contests, will be lawful in any particular jurisdiction. It is incumbent upon you to know the laws that pertain to you in your jurisdiction and act lawfully at all times where and when using the Services, including the Contests.
The Services may not be used in connection with any form of gambling.
In order to use and obtain access to some of the Services, you may be asked to submit a registration application, provide certain registration information, including a valid email address and password (such email address and password, collectively, the “Owner ID”), and create an account (an “Account”). Edge reserves the right at any time to refuse you access to the Services, terminate or suspend your access to the Services, or deny your registration and/or creation of an Account for any reason, including if (i) Edge is unable to verify the authenticity of your registration information, (ii) Edge believes, in its sole discretion, that the registration information you provided is not true, accurate, correct, and complete, or (iii) you use or attempt to use an Owner ID or screen names that is, in Edge’s sole discretion, offensive or inappropriate. You agree to promptly update your registration information through the Services or as otherwise directed by Edge in order to keep such information true, accurate, current, complete and up to date.
If Edge approves your registration application, Edge will provide you with a username and set up your specific Account. You may modify your username, subject to approval by Edge. If the Owner ID and/or username that you request is unavailable, you will be asked to supply another Owner ID and/or username. It is recommended that you do not use sensitive or personally identifiable information for your username as your username will be made public and visible to other people who access the Site (for example, on a public leader board).
An Account will enable you to utilize Edge’s many Services. Each Account shall be restricted to one individual only and you may not register for or maintain for more than one Account. There is no fee or charge to create an Account.
CONSENT TO MOBILE COMMUNICATION
By providing your mobile number as part of your Account registration, you agree to receive SMS/MMS or other messages to that number, including prize notifications, notifications of new Contests, notices of changes to these Terms and other important notices.
CONTEST HISTORY; PUBLICITY INVOLVING WINNERS
The names of the Contest winners of a Contest in which you played may be viewed under the “My Contests” page of the applicable game when logged into your Account. Your record of Contest wins/losses and any prizes won may be viewed when clicking on your username after logging in to your Account. Except where prohibited by law, a prize winner’s acceptance of a prize constitutes permission for Edge to use a prize winner’s name, user name, photograph, likeness, statements, biographical information, Contest history (including wins, losses and prizes won), voice and address (city and state) worldwide, in all forms of media and for any purpose including advertising, in Edge’s sole and absolute discretion, in perpetuity, without further compensation.
You are responsible for the security and confidentiality of your Account, Owner ID and any devices on which you install, download and/or access the Services, and agree to treat as confidential and not to disclose your Account or Owner ID to any third party. You are responsible for any and all information provided and any and all acts and/or omissions that occur while your Owner ID is being used. You agree to notify us immediately in the event of loss, theft or disclosure of any or all of the Owner ID or of any other breach you become aware of involving the Services.
To contact Edge about the Services, please email us at: [firstname.lastname@example.org].
NO INTERNATIONAL USE; EXPORT AND SANCTIONS COMPLIANCE
You must be in the United States to participate in a Contest and may not access or use any Services outside of the United States or otherwise in violation of United States export control or economic sanctions requirements.
The prize payout schedule for each Contest (“Prize Schedule”) will be published during the applicable Contest and generally will be viewable after you have joined the Contest. Prize Schedules may also be published in the rules for each Contest (The “Contest Rules”). Each Contest will be governed by the terms and conditions set forth in its own Contest Rules. Following the conclusion of a Contest, unless otherwise indicated, the Prize Schedule will be awarded to the Contest winner/winners. Contest winners may be required to complete an affidavit of eligibility and release and/or appropriate tax forms and forms of identification, including a social security number, driver’s license, and proof of residence in order to complete the withdrawal of their prizes. Failure to complete and submit such documents may result in disqualification and/or forfeiture of the applicable prize.
Edge assumes no liability and is not responsible for, and you hereby forever waive any rights to any claim in connection with, the acceptance, possession and/or use or misuse of a prize or any part of the Services and/or any injury or damage to your or any third party's property related to or resulting from a prize or any part of the Services (including the Contests).
You are solely responsible for any sales, use, income and all other taxes related to any prize or points awarded to you in connection with the Services. No substitution or transfer of a prize is permitted except by Edge. Edge reserves the right to substitute a prize for one (1) of equal or greater value in the event that an advertised prize is unavailable.
You represent to us that you are not subject to backup withholding tax because (i) you are exempt from backup withholding, or (ii) you have not been notified by the Internal Revenue Service (IRS) that you are subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified you that you are no longer subject to backup withholding.
DISQUALIFICATION; MODIFICATION; TERMINATION
Edge, in its sole and absolute discretion, may disqualify you from participating in the Services, refuse to award prizes and/or require the return of a prizes if you engage in any conduct Edge deems to be improper, unfair or otherwise adverse to the operation of the Services or detrimental to Edge or other Account holders. Such improper conduct includes collusion by two (2) or more Account holders in the same Contest, including collusion in outcome selection; falsifying personal information or prize claim(s); tampering with the submission process, the operation of the Services or any other component of the Services; accumulating prizes through methods such as automated computer scripts or other programming techniques; allowing others to use your personal information to participate in the Contests; intentionally trying to defraud, reverse engineer, disassemble, decompile or otherwise tamper with the computer programs on the Site; or otherwise violating these Terms. You further acknowledge and agree that disqualification and the forfeiture of any prizes and/or return of the prizes shall in no way prevent Edge from pursuing other avenues of recourse such as criminal or civil proceedings in connection with such conduct.
Notwithstanding anything to the contrary in these Terms and in addition thereto, Edge may, in its sole and absolute discretion, at any time and without notice to you, and without liability to Edge, close, suspend, modify, cancel, discontinue, delete, and/or terminate, in whole or in part, your Account or access to the Services and may revoke the award of any prizes, in each case, effective immediately. If you fail to comply with any provision of these Terms, or if, in its sole discretion, Edge closes, suspends, modifies, cancels, discontinues, deletes and/or terminates your access to or use of the Services, any and all rights granted to you herein will immediately and automatically terminate.
You may close your Account by submitting a written or emailed request to Edge. Upon closure, suspension, cancellation and/or termination of your Account or access to the Services for any reason whatsoever, you shall immediately cease all use of the Services, and any rights granted to you herein shall immediately and automatically (without further action by you or us) terminate. These Terms (as may be revised from time to time as described herein) are irrevocable and, unless otherwise expressly stated in these Terms, will survive the termination of your access to, and use of, the Services, and your relationship with us.
USER-GENERATED CONTENT AND SUBMISSIONS
THIRD-PARTY MATERIALS; HYPERLINKS; THIRD PARTY WEBSITES; SOCIAL MEDIA WEBSITES
The Services may display, include or make available to you third-party content (including content, data, information, websites, social medial websites, applications and other products, services and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). You acknowledge and agree that Edge is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Edge does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions. It is your responsibility to read and comply with such third parties’ terms and conditions. The fact that we have provided Third Party Materials or a link to any nonEdge site, location or source does not signify our sponsorship or endorsement of such Third Party Materials, the site or any of its contents. There are inherent risks in the use of any such links or any software and/or content found on the Internet, and you acknowledge that you understand these risks.
ACCESSING THE SERVICES
The Services are designed to be accessible on multiple types of devices and operating systems. Edge makes no representation or warranty of any kind whatsoever that the Services will be compatible with your devices, communication services, or any specific operating system version of your device, or any other hardware, software, equipment or device installed on or used in connection with device.
BYPASSING OR DISABLING ANY PORTION OF THE SERVICES
DISCLAIMER OF WARRANTIES
EDGE DOES NOT REPRESENT OR WARRANT THAT YOUR ACTIVITIES OR USE OF THE SERVICES ARE LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, SPECIFICALLY DISCLAIMS SUCH REPRESENTATIONS AND WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE SERVICES, INCLUDING THE CONTESTS AND CONTENT, YOU ACT AT YOUR OWN RISK. EACH TIME YOU USE THE SERVICES, YOU SHALL BE DEEMED TO REPRESENT, WARRANT AND AGREE TO EDGE THAT: (A) YOU HAVE ALL REQUISITE REGULATORY AND LEGAL AUTHORITY TO ENTER INTO AND BE BOUND BY THESE TERMS; AND (B) YOUR USE OF THE SERVICES COMPLIES WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS. YOU COVENANT THAT YOU SHALL NOT USE THE SERVICES OR ANY INFORMATION OBTAINED THROUGH THE SERVICES IN VIOLATION OF ANY LAW.
Edge is not responsible for (a) any hardware or software malfunctions, unauthorized human intervention, or the incorrect, incomplete or inaccurate capture of entry, ACCOUNT or other information, or the failure to capture any such information; (b) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Services, including delays or interruptions that impede your ability to enter or make changes in a Contest; or (C) typographical or other human or technical errors in the offer or administration of the Services, including errors in advertising, ADMINISTRATION OF A CONTEST, CONTEST RULES, these Terms, the selection and announcement of a prize winner or the distribution of prizes.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND EDGE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, GUARANTIES, CONDITIONS, COVENANTS AND REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT EDGE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY LOSS, LOST PROFITS OR INJURY, COST, CLAIM OR DAMAGE, INCLUDING DAMAGES OR INJURY CAUSED BY OR RELATED TO LOSS OF WINNINGS, PRIZES, POINTS, PROFITS, GOODWILL, USE, DATA, ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE, COMPUTER VIRUS OR OTHER HARM OR LOSSES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION AND EVEN IF EDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR ACCESS OR USE OF THE SERVICES MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR FOLLOWING THE EVENT THAT GAVE RISE TO THE CAUSE OF ACTION.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATIONS OF LIABILITY SET FORTH HEREIN. IN THOSE JURISDICTIONS, EDGE’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED.
SOLE REMEDY AND RELEASE
You agree to release Edge, its officers, directors, agents, employees and affiliates from any and all claims, demands, damages or expenses of every kind or nature arising out of or in any way connected with any dispute between you and Edge or you and other Account holders relating to or arising out of the Services or these Terms.
If you are a California resident, you waive California Civil Code 1542, which says "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor."
IN ANY EVENT, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LIABILITY RELATING TO OR ARISING OUT OF THE SERVICES OR THESE TERMS, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICES AND TERMINATE THESE TERMS.
You agree, at your own expense, to indemnify, defend and hold harmless Edge and its affiliates and its and their officers, directors and employees for, from and against any and all claims (including taxes), actions, suits, demands, proceedings, investigations, losses, obligations, penalties, damages, liabilities, judgments, settlements, costs, payments and expenses (including, reasonable legal and other professional fees and costs) directly or indirectly arising out of or related to (i) your breach of these Terms, including your breach of any agreements, representations, covenants or warranties contained in these Terms, (ii) your access to and/or use of the Services, or any links on the Site, Apps, or social media, (iii) any and all information or content submitted by you or using your Account or Owner ID, including for claims that any of it violates, infringes or misappropriates any proprietary right of publicity, privacy, or any other right of any third party, (iv) any violation by you of the Contest Rules, and/or (v) a breach by you of any applicable laws, rules or regulations. Edge reserves the right to assume the exclusive defense and control of any claim subject to indemnification by you, and in such event you will fully cooperate with Edge in asserting any and all available defenses.
CLAIMS OF COPYRIGHT INFRINGEMENT
Under the Digital Millennium Copyright Act of 1998 (the "DMCA") if you believe in good faith that any content on the Services infringes your copyright, you may send us a notice requesting that the content be removed. The notice must include: (a) your (or your agent's) physical or electronic signature; (b) identification of the copyrighted work on our Site, Apps or other Services that is claimed to have been infringed (or a representative list if multiple copyrighted works are included in one notification); (c) identification of the content that is claimed to be infringing or the subject of infringing activity, including information reasonably sufficient to allow us to locate the content on the Site, Apps or other Service; (d) your name, address, telephone number and email address (if available); (e) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by you or your agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you or your agent is authorized to act on behalf of the copyright owner. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send us a counter-notice. You may read more information about the DMCA at http://www.loc.gov/copyright.
Notices and counter-notices should be sent to
[The Edge Systems Technologies, LLC 2304 40th Street NW, #4, Washington, DC 20007]
SPONSORSHIP OF THE CONTESTS AND PRIZES
You acknowledge and agree that these Terms are concluded between you and Edge alone. Users of the iOS App hereby specifically acknowledge and agree that Apple is not a party hereto, and that Edge is solely responsible for sponsorship of the Contests and any applicable prizes. You acknowledge that Apple is not a sponsor of the Contests and/or any applicable prizes hereunder.
If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
Our failure to insist at any time upon strict compliance with any term of these Terms, or any delay or failure on our part to exercise any power or right given to us in these Terms, or a continued course of such conduct on our part will at no time operate as a waiver of such power or right, nor will any single or partial exercise preclude any other future exercise.
GOVERNING LAW AND ARBITRATION OF DISPUTES
ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THESE TERMS OR THE RIGHTS AND OBLIGATIONS OF YOU OR EDGE IN CONNECTION WITH THE SERVICES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE UNITED STATES OF AMERICA, DISTRICT OF COLUMBIA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OF CONFLICT OF LAW RULES OR PROVISIONS THAT WOULD CAUSE THE APPLICATION OF ANY OTHER JURISDICTION’S LAWS.
YOU HEREBY CONSENT TO ARBITRATION OF ALL DISPUTES ARISING OUT OR BASED ON THESE TERMS OR USE OF THE SERVICES BEFORE A SINGLE ARBITRATOR. THE ARBITRATOR WILL BE SELECTED AND THE ARBITRATION CONDUCTED PURSUANT TO THE CONSUMER ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. NO “CLASS” OR SIMILAR GROUP ARBITRATION SHALL BE PERMITTED. ALL ARBITRATION HEARINGS OR SIMILAR PROCEEDINGS SHALL BE HELD IN WASHINGTON, DC, ALTHOUGH YOU MAY ELECT TELEPHONIC OR ELECTRONIC (VIDEO) PROCEEDINGS OR WAIVE ANY HEARING.
The AAA Consumer Arbitration Rules are available for review at: https://www.adr.org/aaa/faces/rules (click Rules, then click Consumer Arbitration Rules).
Any arbitral award shall be final and binding and may be enforced by any court of competent jurisdiction.
You understand that, in return for your agreement to this Section, Edge is able to offer you the Contests and other Services at the terms designated, and that your assent to this Section is an indispensable consideration to these Terms. You also acknowledge and understand that, with respect to any dispute with us, arising out of or relating to these Terms or your use of the Services:
YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY SUCH DISPUTE; and
YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY ARBITRATION OR LAWSUIT INVOLVING ANY SUCH DISPUTE.