Terms of Use Agreement

Effective Date: 8/23/2017

The BenchBoss.tv website and its associated services and content (collectively "Website") is owned and operated by Undrafted LLC ("Undrafted"). Undrafted has adopted this Terms of Use Agreement ("Agreement") to inform you of your rights and duties when using the Website. By using the Website, you expressly accept the terms and conditions in this Agreement.

UNDRAFTED MAY FROM TIME TO TIME, AND RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY, LIMIT, CHANGE,DISCONTINUE, OR REPLACE THE WEBSITE OR THIS AGREEMENT. IN THE EVENT UNDRAFTED MODIFIES, LIMITS, CHANGES, OR REPLACES THE WEBSITE OR THIS AGREEMENT, YOUR USE OF THE WEBSITE AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT.

1. Definitions

"You" means you, the user of the Website and "Your" shall be interpreted accordingly.

"We/Us" means Undrafted and "Our" shall be interpreted accordingly.

2. About the Website

Undrafted provides an online platform that allows users to predict outcomes of events/plays during a game while watching the game (e.g. football game) live on TV. Users that correctly predict outcomes of an event/play prior to the initiation of the event/play in the live game will earn points. For example, while watching a live football game on TV, users can predict whether the next play will be a rush, a pass, or a positive outcome for the defense. As a result, users that closely watch the live game on TV and understand the live game will have a better chance of earning more points.

Undrafted does not provide any advice, opinion, or recommendations in connection with predicting outcomes for a live game. Rather, the Website, its services, and related content on the Website is for informational purposes only.

Your reliance upon any information provided by Undrafted, Undrafted's contractors and employees, if any, or users of the Website is solely at your own risk. Further, You understand that Undrafted is not obligated to provide any maintenance, technical or other support for the Website.

3. Warranties and Representations

You warrant and agree that You have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions. You warrant that You are a human individual that is eighteen (18) years of age or older. You warrant that You are not prohibited from assenting to this Agreement by any preexisting Agreement.

You warrant and represent that any and all information that You provide to Undrafted and the Website is accurate and valid. You shall be solely responsible for your own content and the consequences of submitting and publishing your content on the Website. You agree to comply in good faith with the terms of this Agreement.

You will not use the Website in any way that violates the rights of third parties, and You agree to comply with any and all applicable local, national, state, provincial, and international laws, treaties, and regulations. Given the global nature of the Internet, You agree to comply with all laws and rules where You reside or where You use the Website. The Website is operated in the United States and Undrafted makes no representation that its Website or services or products are appropriate, lawful, or available for use in other locations.

4. Ownership of Website and License

Excluding your content, You acknowledge and agree that Undrafted is the owner of, or has rights in and to, the Website and its associated content, including but not limited to all intellectual property rights inherent therein. The Website is protected by all applicable laws, intellectual property or otherwise, and You are expressly prohibited from using the Website for any purposes not explicitly stated in this Agreement. Specifically, and except where otherwise allowed under this Agreement, You are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly the Website, whether in whole or in part, without the prior written consent of Undrafted.

Undrafted hereby grants You during the Term of this Agreement a limited, non-exclusive, non-sublicenseable, royalty free, non-assignable, and revocable license to use the Website for its customary and intended purposes. Violation of the terms of this Agreement or use of the Website for a use outside of its customary and intended purposes, such as modifying the Website or any portion of it will result in the termination of this license. Absent prior written permission from Undrafted, You are not permitted to reproduce, prepare derivative works, distribute copies, modify, or use for commercial purposes the Website or its content. This license is revocable at any time, and any rights not expressly granted herein are reserved to Undrafted.

5. Intellectual Property

All trademarks (common law or registered), copyrights (common law or registered), trade names, and service marks displayed on this Website are the property of their respective owners. Specifically, all Undrafted marks are the property of Undrafted LLC, including, but not limited to BENCHBOSS, UNDRAFTED and all Undrafted logos. In addition, the Website, including its look and feel, color selections, layout, and arrangement, is the trade dress of Undrafted. You are prohibited from using Undrafted's trademarks, copyrights, service marks, and trade dress, or any colorable imitation thereof, to indicate the source of, sponsorship of, approval of, affiliation with, connection with, or association with your goods or services without the prior written consent of Undrafted.

Any software that is made available to download from the Website, including any files or images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software"), is the copyrighted work of the indicated author of the Software. The author retains full and complete title to the Software itself and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse-engineer or otherwise disassemble the Software. Undrafted makes no warranty as to the quality of the Software including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

6. Your Content

You may submit content to the Website, including, but not limited to images (e.g. avatar images, screenshots, etc.), files, documents, and text. You understand that Undrafted does not guarantee that confidentiality of any content that You submit to the Website and any other user may view such content.

You retain all ownership rights to the content You submit to the Website. However, by submitting the content to the Website, You hereby grant Undrafted a limited, irrevocable, worldwide, perpetual, non-exclusive, royalty free, sub-licenseable, and transferable license to use, reproduce, distribute, transmit, publish, and display your content (including in digital form) for any purpose regardless of the form or medium. Specifically, Undrafted may display your content in any order or orientation on the Website. You also hereby grant each user of the Website a non-exclusive license to access your content through the Website and its associated services. The above license granted by You in the content You submit to the Website terminates within a commercially reasonable time after You remove or delete your content from the Website. You understand and agree, however, that Undrafted may retain, but not display or distribute, server copies of your content.

You may download content and materials displayed on the Website for supporting your use of the Website, provided that You retain all copyright and other proprietary notices contained in such content and materials.

Further, You agree that the content You submit to the Website will not contain third party copyrighted material, or material subject to other third party proprietary rights, unless You have permission from the rightful owner of the material or You are otherwise legally entitled to post the material and to grant Undrafted all of the license rights granted herein.

7. Undrafted's Services; Account Registration

To use Undrafted's services through the Website, You must provide Undrafted or the Website with your email address. You are not required to register an account to use Undrafted's services. However, by registering an account and creating a user profile, You have the ability to track your own performance on the Website, accumulate awards (e.g., trophies, badges, etc.), and manage Your user profile (e.g., avatar, screen name, etc.).

No fee is associated with Your use of Undrafted's services or Your registration of an account on the Website. To register an account and create a user profile, You agree to complete the required information. Upon registration, You agree to review Undrafted's Privacy Policy, which is incorporated into this Agreement by reference, regarding the collection and use of this and other information about You. User account information will be used consistent with the Privacy Policy. Undrafted does not endorse you or discriminate based upon any information provided by You or made available for population of Your user profile.

You have a duty to ensure that the information that You provide through your account is truthful, current, complete, and accurate. You understand and agree that You have an ongoing duty to update and keep current the information provided through Your account if and when that information changes. You are expressly prohibited from creating an account that impersonates another person, contains offensive or obscene language, or otherwise violates the rights of a third party. You expressly agree that You will not use your account to interfere with or disrupt a third party's enjoyment and use of the Website. Undrafted reserves the right to restrict access to, monitor, suspend, disable, or delete your account at any time, in its sole discretion, and without prior warning.

The Website receives data from third-party software systems. You are responsible for communicating any changes in data structure, management system, or hardware upgrades that may impact Undrafted's ability to receive and process your content. In addition, you are responsible for providing Undrafted with accurate instructions and information regarding the third party systems and databases with which the Website, Undrafted's databases will interface, and you bear all responsibility for incomplete, inaccurate or otherwise faulty information regarding third party systems and databases belonging to You as conveyed to Undrafted in connection with set up or maintenance of Undrafted's Website and services.

Undrafted may change any terms and conditions regarding Your use of the Website at any time. Your use of the Website shall constitute acceptance of any changes made to this Agreement. You understand and agree that Undrafted will not be held liable for any user's failure to use the services or to complete a transaction entered into through the Website.

If You cancel your account, Undrafted is under no obligation to preserve Your data for any length of time and will not be responsible for any loss of data. Undrafted is under no obligation to provide you with the data associated with Your account and/or user profile after cancellation of Your account, except as otherwise provided in the Privacy Policy. Undrafted recommends that You maintain Your own backup of account and user profile data.

You agree to keep your account secure from unauthorized access. You will login in using Your account password. You should not reveal your password to others. You agree that you alone are responsible for your account and all associated user profiles. You accept full responsibility for any and all use of your account, whether authorized or unauthorized.

By creating an account, You agree that Undrafted, and its designees and agents, may contact you by any available means, including, but not limited to, by text, phone, and email.

8. Prohibited Uses

You agree that You will not use the Website or to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Website.

Specifically, You are prohibited from, without limitation:

  1. Transmitting unsolicited commercial email messages, or spam, through the Website or to users of the Website;

  2. Suggesting an affiliation with or endorsement by Undrafted;

  3. Providing material that exploits people under the age of 18 in a sexual or violent way or otherwise attempting to solicit information from anyone under the age of 18;
  4. Promoting an illegal or unauthorized copy of another person's copyright protected work, in whatever form, including providing pirated computer programs or software or links to them, or providing information to circumvent copyright protected notices or devices;
  5. Imposing a disproportionate load on the Website or its server infrastructure or otherwise attempting to interfere with the operation of the Website;
  6. Circumventing Undrafted's technological or security protection mechanisms;
  7. Using a script, robot, spider, scraper, or other automated technology to access the Website;
  8. Attempting to gain access to the private data or personal information of a user of the Website or a third party;
  9. Posting or transmitting content intended to collect personal or personally identifiable information from users of the Website or third parties;
  10. Harassing and/or stalking a third party through your use of the Website;
  11. Impersonating another or creating multiple alias accounts;
  12. Using the Website in furtherance of any unlawful sexual solicitation;
  13. Posting or transmitting content that threatens or encourages bodily harm or the destruction of property;
  14. Posting or transmitting content that infringes upon the intellectual property rights or other personal or proprietary rights of other users of the Website or third parties;
  15. Posting or transmitting content that is inaccurate, false, misleading, offensive, derogatory, obscene, profane, sexually oriented, racially offensive, or otherwise harmful;
  16. Posting or transmitting content that incites any illegal activity;
  17. Posting or transmitting content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter; or
  18. Posting or transmitting content that violates any term or condition of this Agreement.

Your violation of any term or condition of this section may result in the immediate termination of your registration account and profile and the disabling of your access to the Website.

9. Section 230 of Communications Decency Act

You acknowledge and agree that Undrafted is an interactive computer service provider under Section 230 of the Communications Decency Act. Though Undrafted may edit, remove, or control the content displayed through the Website, you agree that Undrafted will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties, whether through the Website or otherwise.

10. Third Party Links

You understand that the Website may contain links to third party websites, applications, or services that Undrafted does not own or control. You agree that Undrafted will not be held responsible or liable for the content of third party websites, applications, or services and that Undrafted's inclusion of those websites, applications, or services within its Website does not constitute Undrafted's endorsement of or recommendation of any of those websites, applications, or services.

11. No Endorsement

Undrafted does not endorse or recommend any commercial product, process, or service. The views and opinions of the users and others expressed on this Website do not necessarily state or reflect those of Undrafted and are not intended to be used for advertising or product endorsement purposes.

12. Term and Termination

This Agreement will remain in full force and effect so long as the Website is in operation. Undrafted may terminate this Agreement without liability at any time, without notice, and for any reason, including but not limited to for your violation of a term or condition of this Agreement. Any breach of your payment obligations or unauthorized use of Undrafted's Website, content, products, or services will be deemed a material breach of this Agreement. You agree and acknowledge that Undrafted has no obligation to retain your content, and may delete your content, if you have materially breached this Agreement, and such breach has not been cured within fifteen (15) days of notice of such breach.

13. Disclaimer of Warranties

UNDRAFTED DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE, SERVICES, OR PRODUCTS ACQUIRED THROUGH THE WEBSITE. UNDRAFTED PROVIDES THE WEBSITE AND THE SERVICES AND PRODUCTS THROUGH THE WEBSITE ON AN AS-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.

UNDRAFTED WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY ADVICE OR OPINIONS, PROVIDED BY ANY USER, ANY THIRD PARTY LINKS POSTED ON THE WEBSITE, OR ANY CONTENT TRANSMITTED THROUGH THE WEBSITE. UNDRAFTED IS A SERVICE PROVIDER AND DOES NOT ASSUME RESPONSBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DESTRUCTION OF IDENTITY, UNAUTHORIZED ACCESS TO AN ACCOUNT, OR ALTERATION THEREOF. UNDRAFTED MAKES NO WARRANTY REGARDING THE QUALITY OF ANY TRAINING CONTENT OBTAINED THROUGH THE WEBSITE OR ASSOCIATED SERVICES.

14. Limitation of Liability

UNDRAFTED WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE WEBSITE OR YOUR USE OF PRODUCTS OR SERVICES OFFERED THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT UNDRAFTED CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID, IF ANY, FOR SERVICES OR GOODS PURCHASED THROUGH THE WEBSITE, AND IN NO CASE WILL UNDRAFTED'S LIABILITY TO YOU EXCEED $100. IF NO AMOUNT IS PAID BY YOU THROUGH THE WEBSITE, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR LEGAL RIGHTS UNDER THE LAW.

15. Indemnification

You agree to hold harmless, indemnify, and defend Undrafted, its officers, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, damages, rights, and actions of any kind, including, but not limited to, property damage, infringement, personal injury, and death, that either directly or indirectly arise out of or are related to your use of the Website, your use or provision of any services or products purchased through the Website, your reliance upon advice provided through the Website, your violation of any term or condition of this Agreement, your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or international, or your violation of the rights of a third party.

Your obligation to defend Undrafted under the terms of this Agreement will not provide you with the right to control Undrafted's defense, and Undrafted reserves the right to control its defense and choose its counsel regardless of your contractual requirement to indemnify Undrafted.

16. Assignment

You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. Undrafted may assign its rights and obligations under this Agreement at any time, including but not limited to in a sale of the Website.

17. Resolution of Disputes and Governing Law

This Agreement will be interpreted under and governed by the laws of the State of Indiana without giving effect to any conflicts of laws principles. You agree that any claim or dispute that you may have against Undrafted or the Website will be exclusively resolved through arbitration.

YOU AND UNDRAFTED AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF THE WEBSITE, OR THE ACQUIRING OF GOODS OR SERVICES FROM UNDRAFTED, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN INDIANA AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF INDIANAAND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY'S REASONABLE ATTORNEYS' FEES. YOU AND UNDRAFTED AGREE THAT THE SITUS OF THIS AGREEMENT IS IN THE STATE OF INDIANA AND YOU AND UNDRAFTED AGREE TO SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.

Severability

If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.

Integration

Undrafted hereby incorporates its Privacy Policy and Copyright Policy into this Agreement. This Agreement and its incorporated Privacy Policy and Copyright Policy constitute the entire agreement between the parties with respect to the use of the Website and its associated services and products. You acknowledge and agree that any additional provisions that may appear in any communication from you will not bind Undrafted.

No Waiver

You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.

Child Online Privacy Protection Act

The Website is not directed to persons under the age of eighteen (18) and Undrafted will not knowingly collect personally identifiable information from children under the age of eighteen (18), without prior review by a parent or legal guardian. If Undrafted inadvertently collects such personally identifiable information, Undrafted will delete the personally identifiable information in accordance with its security protocols.

Limitation On Actions

UNDRAFTED AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE OR ANY SERVICES PURCHASED THROUGH THE WEBSITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

Reservation of Rights

All rights not expressly granted herein are reserved to Undrafted.

Privacy Policy

Undrafted hereby incorporates its Privacy Policy to these Terms of Use.

Copyright Policy

Undrafted's Website and its associated content and services are © 2017 Undrafted LLC.

Undrafted respects the intellectual property rights of others and is committed to helping third parties protect their rights. Users are prohibited from posting content that violates another party's intellectual property rights. Unless otherwise stated, this Website and all content within this site are the property of Undrafted LLC as owner or authorized licensee and are protected by copyright and other intellectual property laws.

By using this Website, you agree that you will not use any devices, software or automated programs such as spiders, crawlers or robots to systematically index, aggregate, download, harvest or re-publish any of its content or information.

If you believe that a user of Undrafted's Website has infringed upon your copyright rights, please provide Undrafted with a notice of copyright infringement in compliance with § 512 of the Digital Millennium Copyright Act. Once Undrafted receives a notice of copyright infringement in compliance with § 512, we will act with commercial reasonableness to remove or disable access to the allegedly infringing content. Undrafted will also make a good faith attempt to notify the owner or uploader of the allegedly infringing content. The owner or uploader may respond to Undrafted with a counter-notification if they believe the content subject to a notice of copyright infringement was not infringing any intellectual property rights.

The notice of copyright infringement must be in compliance with § 512 of the Digital Millennium Copyright Act and must also contain the following:

  1. The physical or electronic signature of a person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work(s) alleged to have been infringed;
  3. The location of the copyrighted work(s) on the Website;
  4. Your contact information, such as an address, telephone, fax number, or email address;
  5. A statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
  6. A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.

Conversely, if you are a Website user that believes that content subject to a notice of copyright infringement is not actually infringing, you may submit a counter-notification. The counter-notification must contain the following:

  1. Identification of the specific materials that have been removed from the Website;
  2. Your contact information, such as an address, telephone, fax number, or email address;
  3. A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of mistake or misidentification;
  4. A statement that you consent to the jurisdiction of the federal district court in which your address is located or, if you are outside of the US, that you consent to the jurisdiction of the federal courts located in Indiana;
  5. A statement that you will accept service of process from the notifying party; and
  6. Your physical or electronic signature.

Notifications of copyright infringement and counter-notifications may be submitted to via email to info@benchboss.tv.

Notice

Any notice required by this Agreement must be in writing, and must be mailed by certified mail with return receipt requested to:

Undrafted LLC
2011 Southtech Dr.
Suite 100
Greenwood, IN 46143

A copy of any such notice must be emailed to info@undraftedinc.com, but email notice alone shall not comply with the notice requirements of this Agreement.

This Agreement is enforced by the Internet lawyers of Traverse Legal, PLC.