Effective Date: January 1, 2021
IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 8 AND A WAIVER AND RELEASE OF CLAIMS AS DETAILED IN SECTION 10.
Welcome to the products, services, and Websites (the “Services”) provided by SharpLink, Inc., located at 333 Washington Avenue North, Suite 104, Minneapolis, MN 55401. As used herein, the “Company”, “we”, “us”, “our” or ” SharpLink ” refers to SharpLink, Inc. Our “Services” include those provided through our “Websites.”
1. Structure of Our Terms and Conditions
2. Modification of Our Terms and Conditions
3. Accessing the Websites.
We reserve the right to withdraw or amend this Site, 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 Site is 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.
4. Intellectual Property
The Websites and its entire contents, features, and functionality (including but not limited to all information, 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 prior written permission of SharpLink.
- 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.
5. 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 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.
6. Disputes with SharpLink
6.1. Definitions. As used in this Section, (a) “Claim” means any current or future claim, dispute or controversy relating to any Registered User, these Master Terms, or any agreement or relationship you have or had with SharpLink, except for the validity, enforceability or scope of this Arbitration provision, and (b) “you” or “your” means any Registered User and any affiliates or related persons or entities individually.
6.2. Mediation. In the event that you have a concern with SharpLink and/or its services, you should first contact SharpLink. It is SharpLink’s desire to listen to your concerns, and to address them in an effort to obtain a mutually-agreeable and cost-effective solution. In the event that you and SharpLink are unable to reach an agreement, SharpLink in its sole discretion may, but is not obligated to, consider the merits of using a Minnesota-based third-party mediator.
6.3. Arbitration. Before taking any action to enforce a Claim, you and SharpLink agree to send a written notice (a “claim notice”) in the manner provided in this Agreement to each person or entity against whom a Claim is asserted. The claim notice must describe the claim and state the specific relief being requested. Notice to SharpLink must include your name, address, league commissioner and league name.
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, YOU AND SHARPLINK AGREE TO RESOLVE CLAIMS ONLY THROUGH BINDING ARBITRATION. YOU UNDERSTAND THAT BY THIS AGREEMENT YOU ARE GIVING UP THE RIGHT TO BRING A CLAIM IN COURT OR BEFORE A JURY.
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. Any arbitration under this Agreement shall be held in Minneapolis, Minnesota. 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.
YOU AGREE THAT NO CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL CLAIMS WILL BE MAINTAINED IN ANY ARBITRATION HELD UNDER THIS AGREEMENT. Claims will only be arbitrated on an individual basis. You and SharpLink agree that the arbitrator’s authority is limited to individual claims between you and SharpLink alone. Subject to the limitations of this Section, the arbitrator shall have authority to award legal and equitable relief available in the courts of the State of Minnesota, provided, however, the arbitrator shall not have the authority to award punitive damages. Any question regarding the enforceability or interpretation of this Section shall be decided by a Court with jurisdiction and not by the arbitrator.
This Arbitration provision is governed by the Federal Arbitration Act. 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 arbitration organization and all parties to the arbitration. Judgment upon any award may be entered in any court having jurisdiction.
You will be responsible for paying your share of any arbitration fees (including filing, administrative, hearing or other fees), but only up to the amount of the filing fees you would have incurred if you had brought a claim in court. You will be liable for the attorneys’ fees, costs and expenses incurred by SharpLink in connection with enforcing this Agreement if you bring an action regarding a Claim other than as provided in this Section.
This section will survive any legal proceeding to collect a debt or any bankruptcy.
6.4. Venue. As a condition to using the services of SharpLink, and subject to the limitations contained in this section entitled “Disputes with SharpLink “, you agree that any dispute brought against SharpLink may be made only by legal action commenced in Hennepin County District Court, Hennepin County, Minnesota and that Minnesota law will apply to all such disputes. In any such action where SharpLink is successful in the outcome of the litigation, SharpLink shall be entitled to recover all of SharpLink’s costs and expenses associated with the dispute, including but not limited to attorneys’ fees and court costs. Any dispute brought against SharpLink that is raised contrary to these Terms is considered a breach of these Terms, and SharpLink is entitled to recover all costs associated with the dispute, including but not limited to attorney’s fees and costs.
7. 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.
8. Disclaimer of Website Functions and Warranties Limitation of Liability, Release of Claims
8.1 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 site 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, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES IS AT YOUR OWN RISK. THE WEBSITES, ITS 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, ITS 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 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 MEMBER 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. MEMBER EXPRESSLY AGREES THAT MEMBER IS USING THE SERVICES AND THE WEBSITES, AND RELYING ON ANY CONTENT OR MATERIALS POSTED OR OBTAINED VIA THE WEBSITES OR SERVICES, AT MEMBER’S 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.
8.2 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 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 WEBSITSE, ANY SITES LINKED TO IT, ANY CONTENT ON THE WEBSITES OR SUCH OTHER SITES, OR FOR ANY LOSSES OR DAMAGES OF ANY KIND TO MEMBER, ANOTHER MEMBER 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 MEMBER’S, ANOTHER MEMBER’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 BY THE MEMBER(S) CLAIMING LOSS OR DAMAGE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
AS A CONDITION TO YOUR ACCESS TO AND USE OF THE SHARPLINK WEBSITES, YOU HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS , DAMAGES, CAUSES OF ACTION OR SUITS OF ANY KIND OR NATURE WHATSOEVER, WHICH YOU MIGHT HAVE AGAINST SHARPLINK, ARISING OUT OF OR RELATING IN ANY WAY FROM YOUR USE OF THE WEBSITES OR THE SERVICES. YOU UNDERSTAND THAT THIS RELEASE IS NOT INTENDED AS AN ATTEMPTED RELEASE OF CLAIMS OF GROSS NEGLIGENCE OR INTENTIONAL ACTS. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS WAIVER AND RELEASE AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY AND THAT YOU ARE WAIVING ANY RIGHT THAT YOU MAY HAVE TO BRING A LEGAL ACTION TO ASSERT A CLAIM, CAUSE OF ACTION, SUIT OF ANY KIND OR NATURE WHATSOEVER AGAINST SHARPLINK ARISING OUT OF SHARPLINK’S OWN NEGLIGENCE.