Effective Date: July 11, 2023
IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 11.
- Structure of Our Terms and Conditions
- Modification of Our Terms and Conditions
The Company reserves the right, at any time, to (i) change the terms of these Terms and/or any Rules, (ii) change the Services, including eliminating or discontinuing any content or feature of the Services, changing the terms of eligibility, restricting the hours of availability, or limiting the amount of use permitted by the user, or (iii) change any fees or charges for use of the Services, including instituting new or increased fees or charges for the use of the Services or any features, contests, products or services offered through use of the Services. The most current version of these Terms will be posted on the Websites. You shall be responsible for reviewing and becoming familiar with any such modifications. If a revision to the Terms is material, we will notify you by contacting you through the email address associated with your account. Use of the Services by you after any modification to the Terms constitutes your acceptance of the Terms as modified. We encourage you to check this page from time to time so you are aware of any changes, as they are binding on you.
- Accessing the Websites.
We reserve the right to withdraw or amend our Websites, and any service or material we provide on the Websites, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Websites are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Websites, or the entire Websites.
You are responsible for making all arrangements necessary for you to have access to the Websites and ensuring that all persons who access the Websites through your internet connection are aware of these Terms and comply with them.
- Intellectual Property
The Websites and their entire contents, features, and functionality (including but not limited to all information, documents, materials, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not use our intellectual property without the express prior written permission of SharpLink.
These Terms permit you to use the Websites for your personal, non-commercial use only. You must not reproduce, copy, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, frame, transmit or otherwise exploit for any commercial purpose any of the material on our Websites without the express prior written permission of SharpLink. You must not:
- Modify copies of any materials from the Websites.
- Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Websites.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Websites in breach of the Terms, your right to use the Websites will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Websites or any content on the Websites is transferred to you, and all rights not expressly granted are reserved by SharpLink or our licensors. Any use of the Websites not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
- Links to Third Party Sites and Online Services
- User Accounts
You may register an account on the Websites. You agree that the information you provide to us during the registration process and at all other times when you use the Websites is accurate, current, and complete, and that you will keep it up-to-date at all times. If you provide any information that is, or that Sharplink has reasonable grounds to suspect is, untrue, inaccurate, not current, or incomplete, Sharplink has the right to suspend or terminate your account and refuse any and all current or future use of the Websites (or any portion thereof).
You are the sole authorized user of any account you create through the Websites and are solely and fully responsible for all activities that occur under your account. You may not authorize others to use your accountholder status, and you may not assign or otherwise transfer your account to any other person or entity. If you have reason to believe that your account is no longer secure, you must immediately notify us by contacting us at the contact information set forth at the end of these Terms. Sharplink will not be liable for losses, damages, liability, expenses, and fees incurred by Sharplink or a third party arising from someone else using your account regardless of whether you have notified us of such unauthorized use. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account.
- Security and Restrictions
You are prohibited from violating or attempting to violate the security of the Websites, including, without limitation, by (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) accessing or using the Websites or any portion thereof without authorization; or (d) introducing any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
You agree not to use the Websites:
- In any way that violates any applicable federal, state, local or international law or regulation;
- To engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Websites, or which, as determined by us, may harm us or users of the Websites or expose them to liability;
- Use the Websites in any manner that could disable, overburden, damage, or impair the Websites or interfere with any other party’s use of the Websites;
- Use any robot, spider or other automatic device, process or means to access the Websites for any purpose, including monitoring or copying any of the materials on the Websites;
- Use any manual process to monitor or copy any of the materials on the Websites or for any other unauthorized purpose without our prior written consent;
- Use any device, software or routine that interferes with the proper working of the Websites; or
- Otherwise attempt to interfere with the proper working of the Websites.
- Rules for Promotions
Any sweepstakes, contests, raffles, or other promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.
- Copyright Information
We respect the intellectual property of others, and we ask you to do the same. We may, in appropriate circumstances and in our discretion, terminate your right to use our Websites (or any part thereof) if you infringe the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact us and include the following information:
- a physical or electronic signature of the owner of the copyright or a person authorized to act on behalf of the owner;
- identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this Websites are covered by a single notification, a representative list of such works);
- identification of the material that is claimed to be infringing or the subject of infringing activity;
- information reasonably sufficient to allow us to locate the material on our Websites;
- your name, mailing address, telephone number and email address;
- a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
- a statement by you that the information in your notification is accurate, and that you attest under penalty of perjury, that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see https://www.copyright.gov/ for details. Notices and counter-notices with respect to this Websites should be sent to SharpLink, Inc., 333 Washington Avenue North, Suite 104, Minneapolis, MN 55401 for notice of claims of copyright infringement.
A. The “Arbitration Provision”
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 11, YOU AND SHARPLINK AGREE TO RESOLVE ANY CLAIM ONLY THROUGH BINDING ARBITRATION.
11.A.3. COURT AND JURY TRIALS PROHIBITED. IF YOU OR WE ELECT TO ARBITRATE A CLAIM, YOU WILL NOT HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR HAVE A JURY DECIDE THE CLAIM. ALSO, YOUR ABILITY TO OBTAIN INFORMATION FROM US MAY BE MORE LIMITED IN AN ARBITRATION THAN IN A LAWSUIT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. YOU UNDERSTAND THAT BY THIS AGREEMENT YOU ARE GIVING UP SUCH RIGHTS, INCLUDING THE RIGHT TO BRING A CLAIM IN COURT OR BEFORE A JURY.
11.A.4. Starting an Arbitration. At least thirty (30) days before beginning an arbitration proceeding, you must send an individualized letter requesting arbitration to Sharplink at 333 Washington Avenue North, Suite 104, Minneapolis, MN 55401 by certified mail, Federal Express, UPS or USPS express mail (signature required) (a “Claim Notice”). The Claim Notice must describe the claim and state the specific relief being requested and must include your name, address, league commissioner and league name. Sharplink will provide similar written notice to you to be sent to the last physical address that you provided to Sharplink, except in the event that we do not have a physical address on file for you such notice will be sent via electronic mail to the last known electronic mail address that Sharplink has on file for you. The purpose of a Claim Notice will be to afford the parties the opportunity to seek a mutually acceptable resolution of any Claim prior to formal initial of an arbitration. Following the thirty-day period set forth herein, either party may proceed with formally starting an arbitration with the Administrator.
11.A.5. Choosing an Administrator. Claims will be resolved before a single arbitrator appointed by the American Arbitration Association (“AAA”). Claims will be resolved pursuant to the AAA’s Consumer Arbitration Rules in effect at the time the Claim is filed, except where those rules conflict with this Agreement. You can contact AAA by calling 800.778.7879 or going to www.adr.org.
11.A.6. Location. Any arbitration under this Agreement shall be held in Minneapolis, Minnesota, via telephonic or other remote means, or at another location agreed to by the parties. SharpLink will not elect arbitration for any Claim you file in small claims court with jurisdiction over SharpLink, so long as the claim is individual and pending only in that court. You or SharpLink may require arbitration of any Claim at any time unless the Claim has been filed in court and trial has begun or final judgment has been entered.
11.A.7. PROHIBITION AGAINST CERTAIN PROCEEDINGS (CLASS ACTION WAIVER). IF YOU OR WE ELECT TO ARBITRATE A CLAIM: (1) NEITHER YOU NOR WE MAY PARTICIPATE IN A CLASS ACTION IN COURT OR IN CLASS-WIDE ARBITRATION, EITHER AS A PLAINTIFF, DEFENDANT OR CLASS MEMBER; (2) NEITHER YOU NOR WE MAY ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN ARBITRATION; (3) CLAIMS BROUGHT BY OR AGAINST YOU MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON; AND (4) THE ARBITRATOR SHALL HAVE NO POWER OR AUTHORITY TO CONDUCT A CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION OR MULTI-PARTY ARBITRATION. CLAIMS WILL ONLY BE ARBITRATED ON AN INDIVDIUAL BASIS. YOU AND SHARPLINK AGREE THAT THE ARBITRATOR’S AUTHORITY IS LIMITED TO INIDVIDUAL CLAIMS BETWEEN YOU AND SHARPLINK ALONE.
11.A.8. Governing Law, Result and Appeal. The arbitrator shall have authority to award legal and equitable relief available in the courts of the State of Minnesota.
This Arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”). The arbitrator must apply applicable substantive law consistent with the FAA and applicable statutes of limitations and claims of privilege recognized at law. The arbitrator’s award will be final and binding upon you and SharpLink, except for any right of appeal provided by the FAA; provided however, a written notice of appeal must be delivered within 30 days after the issuance of an award by the arbitrator to the Administrator and all parties to the arbitration. Judgment upon any award may be entered in any court having jurisdiction.
11.A.9. Costs & Fees – Payment of administration and arbitrator fees will be governed by the applicable rules of the Administrator, except all of the filing fees will be paid by the filing party. Either party may seek its reasonable attorney’s fees and costs if the arbitrator finds any Claims to be frivolous. Also, we will bear any fees if applicable law requires us to.
11.A.10. Discovery. In addition to the parties’ rights to obtain discovery pursuant to the arbitration rules of the Administrator, either party may submit a written request to the arbitrator to expand the scope of discovery normally allowable under the arbitration rules of the Administrator. The arbitrator shall have discretion to grant or deny that request.
11.A.11. Interpretation. The Arbitration Provision under this Section 11 shall survive the termination of the Agreement. This Section 11 will survive any legal proceeding to collect a debt or any bankruptcy.
11.A.12. Severability. If any portion of this Arbitration Provision is held to be invalid or unenforceable, the remaining portions shall nevertheless remain in force, subject to two exceptions. First, if a determination is made that the Class Action Waiver is unenforceable, and that determination is not reversed on appeal, then the Arbitration Provision shall be void in its entirety. Second, if a court determines that a public injunctive relief Claim may proceed notwithstanding the Class Action Waiver, and that determination is not reversed on appeal, then the public injunctive relief Claim will be decided by a court, any individual Claims will be arbitrated and the parties will ask the court to stay the public injunctive relief Claim until the other Claims have been finally concluded.
- No Waiver
Any action or inaction taken by SharpLink relative to any dispute or claim does not waive SharpLink’s rights to act to any fashion in subsequent situations regardless of similarity.
- Disclaimer of Website Functions and Warranties Limitation of Liability, Release of Claims
Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Websites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Websites for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITES LINKED TO IT.
YOUR USE OF THE WEBSITES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES IS AT YOUR OWN RISK. THE WEBSITES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SHARPLINK NOR ANY PERSON ASSOCIATED WITH SHARPLINK MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITES. WITHOUT LIMITING THE FOREGOING, NEITHER SHARPLINK NOR ANYONE ASSOCIATED WITH SHARPLINK REPRESENTS OR WARRANTS THAT THE WEBSITES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITES, THEIR CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
SHARPLINK PROVIDES SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. SHARPLINK MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES OR THE OPERATION OF THE WEBSITES OR THE INFORMATION, CONTENT, MATERIALS, SERVICES, OR PRODUCTS INCLUDED IN WEBSITES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR AS TO THE CORRECTNESS, ACCURACY, TIMELINESS OR RELIABILITY OF THE INFORMATION, CONTENT OR MATERIALS PROVIDED THROUGH THE SERVICES OR THE WEBSITES. ANY CONTENT, WHETHER PUBLICLY POSTED OR PRIVATELY TRANSMITTED, IS THE SOLE RESPONSIBILITY OF THE INDIVIDUAL WHO ORIGINATED SUCH CONTENT. SHARPLINK SHALL HAVE NO LIABILITY FOR THE TRUTH, ACCURACY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE WEBSITES OR FOR ERRORS, MISTAKES OR OMISSIONS IN THAT INFORMATION OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU EXPRESSLY AGREE THAT YOU ARE USING THE SERVICES AND THE WEBSITES, AND RELYING ON ANY CONTENT OR MATERIALS POSTED OR OBTAINED VIA THE WEBSITES OR SERVICES, AT YOUR SOLE RISK.
TO THE FULLEST EXTENT PROVIDED BY LAW, SHARPLINK HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL SHARPLINK, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS (“SHARPLINK PARTIES”) BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITES, ANY SITES LINKED TO IT, ANY CONTENT ON THE WEBSITES OR SUCH OTHER SITES, OR FOR ANY LOSSES OR DAMAGES OF ANY KIND TO YOU, ANOTHER INDIVIDUAL OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) THAT MAY ARISE OR RESULT FROM YOUR, ANOTHER INDIVIDUAL’S OR A THIRD PARTY’S USE OR ACCESS TO, OR INABILITY TO USE OR ACCESS, THE WEBSITES OR THE SERVICES, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY EVEN IF THE SHARPLINK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, IF NOT WITHSTANDING THE FOREGOING DISCLAIMER, A COURT DETERMINES THAT A SHARPLINK PARTY IS LIABLE FOR LOSSES OR DAMAGES, SUCH SHARPLINK PARTY’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID TO SHARPLINK DURING THE THREE (3) MONTHS PRECEDING THE INITIAL EVENT GIVING RISE TO SUCH LIABILITY.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
User Complaints. Under Cal. Civ. Code § 1789.3, California users are entitled to know that they may file grievances and complaints with the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 1625 North Market Blvd., Suite N 112, Sacramento CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or by email at [email protected].
General Waiver under Section 1542 of the California Civil Code. You expressly acknowledge that there may exist claims or facts in addition to or different from those which are now known or believed by them to exist. Nonetheless, you acknowledge and agree that all rights under Section 1542 of the California Civil Code are expressly waived. Section 1542 of the California Civil Code provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
You agree to indemnify, defend, and hold harmless SharpLink and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Webites or your breach of these Terms, including but not limited to the content you submit or make available through the Webites.
- Governing Law; Jurisdiction
These Terms shall be governed by the laws of Minnesota without regard to any conflict of law principles. Further, you and we agree to the jurisdiction of a state or federal court in Hennepin County, Minnesota to resolve any dispute, claim, or controversy that relates to or arises in connection with these Terms (and any non-contractual disputes and/or claims relating to or arising in connection with it) and that is not subject to mandatory arbitration under Section 11 above.
You represent and warrant that you shall comply with all laws and regulations that apply to your access and use of the Services and any Website-related services, including, but not limited to, any applicable national laws that prohibit the export or transmission of technical data or software to certain territories or jurisdictions.
We reserve the right to seek all remedies available at law and in equity for violations of these Terms, including the right to remove your account and any contents generated by you on the Websites, block your access to the Site, block IP addresses.
If any provision of these Terms is held to be unenforceable, the remaining Terms shall remain in full force and effect, and the unenforceable provision shall be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any right.
- How to Contact Us
If you have any questions, comments or notices regarding these Terms, please contact us:
By email: [email protected]
333 Washington Avenue North
Minneapolis, MN 55401