Please carefully read these terms and conditions of use (these “Terms of Service”) before using the Site and the Services. These Terms of Service apply to the web site located at proreferees.com. These Terms of Services also apply to various online services and applications provided by PRO on or through the Site, as well as any mobile applications that link to or reference these Terms of Service (collectively “Services”). Your access to and use of the Site and the Services is subject to these Terms of Service (including the Privacy Policy of the Site) and all applicable laws, rules and regulations.  By accessing and using this Site and/or the Services, you signify your assent to these Terms of Service. These Terms of Service (including the Privacy Policy) may be amended or modified at the sole discretion of the Professional Referee Organization (“PRO” or “we”, “us” or “our”), or new conditions may be imposed by PRO, at any time, with or without notice. Any such changes or additions will be reflected by an update of this posting. Please check these Terms of Service periodically for changes. Your continued use of the Site and/or the Services following the posting of changes to these Terms of Service (including the Privacy Policy) will mean you accept those changes. If you do not agree to these Terms of Service (including the Privacy Policy), do not use the Site and/or the Services.

1.       OWNERSHIP AND USE RESTRICTIONS

The Site is owned and operated by PRO.  PRO reserves the right to contract with, and has contracted with, third parties for the operation of various components or services of the Site, each on our behalf.

The content and materials contained on or distributed within the Site and Services (including, without limitation, video, audio, photos, text, images, user interfaces, graphics, statistics, updated scores, news, contests, fantasy games, message features, merchandise, logos and all copyrights and intellectual property related to the Site and/or Services. We maintain the Site and Services for your personal entertainment, information, education, and communication. You may download one copy of each piece of Content from the Site and/or Services to any single computer for your personal, noncommercial use only, provided that you also retain all copyright and other proprietary notices contained on such Content.  You may not, reproduce, republish, prepare derivative works based upon, modify, upload, post, compile, transmit, distribute, copy, publicly display or otherwise use the Content in any manner, except as expressly provided in these Terms of Service, without the express written permission of PRO, and nothing herein shall imply any license or right otherwise.  Modification of any Content on the Site or Services in any manner is a violation of the applicable owner’s copyright and other proprietary rights.

The wordmarks, logos, trade names, packaging and designs of PRO and the Site and the Services are the exclusive property of PRO or our affiliates.  All other word marks and logos (each, a “Trademark” and, collectively the “Trademarks”) appearing on the Site and on the Services are Trademarks of their respective owners, regardless of whether such Trademarks are displayed with the trademark symbol. Nothing contained on the Site or as part of the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site or on the Services in any manner without the express written permission of its respective owner. Any use of the Trademarks displayed on the Site, or any other Content on the Site, or in the Services except as expressly provided in these Terms of Service, is strictly prohibited.

Images of people or places displayed as part of the Content on the Site or on the Services are either the property of, or used with permission by, PRO. Any use of these images by you, or anyone else authorized by you, is prohibited unless expressly permitted by these Terms of Service or by express permission that is granted elsewhere on the Site or in connection with the Services. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

We neither warrant nor represent that your use of Content displayed on the Site and/or Services will not infringe upon the rights of third parties neither owned by nor affiliated with PRO.

2.       ACCESS TO SITE

To access the Site, you must have access to the World Wide Web, either directly or through devices that access Web-based content, and you are solely responsible for payment of any service fees associated with such access. Certain features of the Site and the Services may require additional software downloads and minimum technical requirements that are presented when you first register, which minimum technical requirements may change from time to time in PRO’s sole discretion.  You are solely responsible for determining whether your computer satisfies the minimum technical requirements before you register to access the Site and/or the Services.  Your exclusive remedy in the event PRO changes the minimum technical requirements is to terminate your use of the Site and/or the Services.

3.       SERVICES AND CONTENT

The Content on the Site and the Services provided may be updated, deleted or otherwise modified from time to time at the discretion of PRO.

Ownership and Non-Infringement;

By posting or submitting your content to the Site and/or Services, you represent and warrant that you own or otherwise control all of the rights thereto, and that use of your content on the Site and/or Services will not infringe or violate the rights of any third party or any applicable law.

4.       CODE OF CONDUCT

You agree not to use the Site and Services, including, but not limited to transmitting Messages or Submissions in manner that:

i)              imposes an unreasonable or disproportionately large load on the Site’s infrastructure, interferes or disrupts the Site, the Services or the networks connected thereto or otherwise restricts or inhibits any other user from using and enjoying the Site or the Services;

ii)              is, or encourages conduct that is, unlawful, threatening, abusive, bigoted, hateful, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, indecent, or otherwise deemed objectionable by PRO;

iii)             constitutes, advocates or encourages conduct that would constitute or give rise to a criminal offense, civil liability or other violation of any local, state, national or international law;

iv)             violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right or reveals confidential information or trade secrets in an unauthorized manner;

v)              contains any virus, Trojan horse, worm, time bomb, cancelbot or other similar harmful or deleterious programming routine;

vi)             harms or attempts to harm minors;

vii)            contains any information, software or other material of a commercial nature;

viii)           contains advertising, promotions, spam or commercial solicitations of any kind;

ix)             constitutes or contains false or misleading indications of origin or statements of fact; or

x)              contains material irrelevant to the subject matter of the Message Feature, including that which incites disputes, demeans, or wishes injury on a player or us or other users.

Clauses i) – x) shall collectively be referred to as the “Code of Conduct”.

General Prohibited Uses

You agree that in connection with your use of the Site and the Services, you will not:

i)              harvest or collect email addresses or other contact information of other users by electronic or other means or engaging in spidering, screen scraping, database scraping or other such activity;

ii)              use any incomplete, false or inaccurate biographical or other information for purposes of registering as a user of the Services, or for purposes of registering for any promotions offered through the Services;

iii)             delete or revise any material or other information of any other user of the Services;

iv)             take any action that imposes an unreasonable or disproportionately large load on the infrastructure of one or more of the Services;

v)             use any device, software or routine to interfere or attempt to interfere with the proper working of one or more of the Services or any activity being conducted on this Site;

vi)             use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Services to harvest or otherwise collect information from the Services to be used for any commercial purpose;

vii)            allow any other person or entity to use your username or password for posting or viewing comments or sending or receiving materials;

viii)           attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Services;

ix)             access data not intended for you or log into a server or account that you are not authorized to access;

x)             attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

xi)             attempt to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, “flooding”, “spamming”, “mailbombing” or “crashing” the Services; or

xii)            forge any TCP/IP packet header or any part of the header information in any email or posting.

Violations of system or network security may result in civil or criminal liability.

Any features that we make available on the Services are provided exclusively for entertainment purposes. You are prohibited from gambling or wagering on the result of any features provided on or through the Services, or from using the Services to gamble or wager on, or to facilitate any gambling or wagering on, the result of any PRO officiated game.

PRO reserves all rights to investigate occurrences that may involve violations of the security of the use of the Site and/or Services or of the law, and PRO may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

5.       LINKS & EMBEDDING

The Site or Services may contain links to other Web sites and services (“Linked Services”). The Linked Services may not be under PRO’s control and PRO is not responsible for the contents of the Linked Services.

The following restrictions (“Linkage Restrictions”) apply to all links, including any to Embedded Content, to or from the Site or Services from or to any on-line, cable, wireless or other website, service, browser or other resource:

A. Websites, services, browsers and other resources other than Commercial Sites (e.g., fan sites, chamber of commerce sites, search engine sites, widely available Internet browsers) (each, a “Permissible Site” and, collectively, “Permissible Sites”) may link to proreferees.com without the express written permission of PRO if such link is: (i) a “word” (as opposed to a “logo”) link (e.g., “proreferees.com,” “The Official Site of the Professional Referee Organization”); and (ii) spatially separated from, and not otherwise associated with, any sponsorship advertising, or other commercial text or graphics that may be on the page/area containing such word link.

B. The proreferees.com logo, or a link containing any other logo of the PRO or its member clubs (a “logo” link) may not be used to link to proreferees.com without the express written permission of PRO.

C. No link to the Site may be “framed” by the Permissible Site where the link originated if such “frame” contains any sponsorship, advertising or other commercial text or graphics.

D.  Subject to your strict compliance with these Terms of Service (including, but not limited to, the Code of Conduct), you may embed certain Content (including, but not limited to, video clips and photographs) from the Site into your website, blog or profile page, provided that you do not (i) sell access to embedded Content on another website, (ii) use the embedded Content for the primary purpose of procuring advertising or subscription revenue, (iii) use the embedded Content on a website that solely aggregates the embedded Content for the purpose of generating advertising revenue therefrom, or (iv) use embedded Content that PRO, in its sole discretion, determines to be competing with or displacing the market for the Content.  PRO reserves the right to disable your use of embedded Content at any time, in PRO’s sole discretion.

E.  Links to and from the Site or Services from or to other sites maintained by third parties do not constitute an endorsement by PRO of any third-party website or content. We are not responsible for the availability of these third-party resources. Your linking to the Site, off-site pages or other sites is at your own risk and without the permission of PRO. By clicking on any such link, you acknowledge that the Site has no control over, and makes no representations of any kind with respect to, such other sites or any content contained within such other sites, and you hereby revoke any claim against us with respect to such other sites. You should direct any concerns regarding any external link to its website administrator or Webmaster.

The posting or creation of any link to the Site signifies that you have read these Linkage Restrictions and agree to abide by their terms.

6.       AVAILABILITY OF SERVICES

The availability of the Content, the Site and the Services may be affected or impaired by a variety of factors, including game delays or cancellations, application of blackout restrictions, technical problems or network delays, program rescheduling or other reasons. You agree that PRO is not obligated to provide you with any specific Content or access to the Site or the Services under this Agreement.

7.     DISCLAIMER OF WARRANTIES AND DAMAGES; LIMITATION OF LIABILITY

While we use reasonable efforts to include accurate and up to date information in and Content on the Site and through the Services, we make no warranties or representations as to its accuracy. We assume no liability or responsibility for any errors or omissions in the Content of the Site or in the Services. We make no representation that the Content contained in the Site or the Services are appropriate or authorized for use in all countries, states, provinces, counties or any other jurisdictions. If you choose to access the Site and/or the Services, you do so of your own initiative and risk and are responsible for compliance with all applicable laws.

THE CONTENT AND SERVICES (AND ANY OTHER PRODUCTS OR SERVICES PROVIDED AS A RESULT OF YOUR SUBSCRIPTIONS OR USE OF THE SERVICES) ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  WE DO NOT WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED IN THE SITE OR SERVICES IS ACCURATE, COMPLETE, CORRECTLY SEQUENCED, RELIABLE OR TIMELY, OR THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR FREE OF ERRORS AND/OR VIRUSES. YOU SPECIFICALLY ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OF THE SITE OR SERVICES OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU USE THE SITE AND SERVICES AT YOUR SOLE RISK.

UNDER NO CIRCUMSTANCES WILL WE, SUM, MEMBER CLUB OPERATORS, NOR ANY OF THEIR AFFILIATES BE LIABLE, INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, TORT OR NEGLIGENCE, FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, INTERRUPTION, DELETION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, OR UNAUTHENTICITY OF ANY CONTENT IN THE SITE OR SERVICES, OR THE USE OR INABILITY TO USE THE SITE OR SERVICES OR ANY CONTENT THEREIN. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU FOR ANY LOSS, DAMAGE OR CLAIM RELATED TO OR ARISING OUT OF THE SITE AND SERVICES EXCEED THE TOTAL CASH AMOUNT PAID BY YOU FOR ACCESSING THE SITE AND SERVICES, IF ANY.

Your correspondence or business dealings with, or participation in promotions of, advertisers and vendors found on or through the Site or Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser and/or vendor. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or vendors on the Site or in connection with the Site or Services. All of your business dealings with vendors and advertisers appearing on or through the Site or Services shall be at your sole risk.

8.     NOTICE

We may give notice to users of the Site or Services by means of a general notice on the Site or Services, electronic mail to a user’s email address if on record, or by written communication sent by first class mail to a user’s address if on record. You may give notice to us (such notice shall be deemed given when received) by any of the following means:

•               Electronic mail to website@proreferees.com;

•               A letter faxed to Professional Referee Organization at the following fax number: (212) 450-1332;

•               Letter delivered by first class postage prepaid mail or courier to Professional Referee Organization at the following address;

Professional Referee Organization
420 Fifth Avenue, 7th Floor
New York, NY 10018

9.     NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

Pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”), MLS has designated to the U.S. Copyright Office an agent to receive notifications of claimed copyright infringement relating to the Site (the “Designated Agent”). All such notifications relating to the Site must be submitted in a manner consistent with the DMCA to the following Designated Agent:

Professional Referee Organization
420 Fifth Avenue, 7th Floor
New York, NY 10018

To be effective, the notification must be a written communication that includes the following: (1) a signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are claimed to have been infringed, a representative list of such works; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity, and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (4) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address; (5) a statement that the complaining party has 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 (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We reserve the right to remove any posted submission that infringes the copyright of any person under the laws of the United States upon receipt of a notice that complies with the requirements of 17 U.S.C. § 512(c)(3). United States law provides significant penalties for submitting such a statement falsely.

We maintain a policy that provides for the termination in appropriate circumstances of the Site use privileges of users who are repeat infringers of intellectual property rights.

10.     INDEMNIFICATION

You hereby agree to indemnify and hold Professional Referee Organization, owners, directors, officers, employees, agents, shareholders, partners, governors and representatives harmless from any and all claims, demands, liabilities, damages and expenses and other losses (including attorneys’ fees and court costs) arising out of or relating to: (i) your use of the Site, including, without limitation, use of any Message Feature, Service, or the Store; and/or (ii) any breach or alleged breach of these Terms of Service by you.

11.     ACCESS THROUGH APPLE DEVICES

If you use an Apple mobile device (including but not limited to iPhone and iPod Touch) to access or use the Site or Services, you agree to the following terms and conditions to the extent they apply thereto (such Services accessed via the Apple mobile devices referred to herein as the “Licensed Application(s)”):

a.         You acknowledge that these terms are between you and us only, and not with Apple, and that Apple is not responsible for the Licensed Application(s) or the content thereof.

b.         The license granted to you for the Licensed Application(s) is a limited non-transferable license to use the Licensed Application(s) on any Apple mobile device that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.

c.         Third parties, including Apple, Inc., are not responsible for any maintenance, support, intellectual property, product warranty or product claims, whether express or implied by law, for the Licensed Application(s). You acknowledge that iTunes has no obligation whatsoever to furnish any maintenance and support services with respect to any third-party licensed Product.

d.         In the event of any failure of the Licensed Application(s) to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the Licensed Application(s) to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application(s).

e.         You acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the Licensed Application(s) or your possession and/or use of that Licensed Application(s), including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application(s) fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

f.          You acknowledge that, in the event of any third party claim that the Licensed Application(s) or your possession and use of that Licensed Application(s) infringes that third party’s intellectual property rights, Apple is in no way responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

g.         You must comply with all applicable third party terms of use when using the Licensed Application(s).

h.         You acknowledge and agree that iTunes, Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use, and that, upon Your acceptance of the terms and conditions of such license, Apple will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.

12.     SOFTWARE

The Services, the Software and other materials downloaded from this Site may also be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from this Site (including, without limitation any Licensed Application or other Services) may be downloaded or exported (i) into (or to a national or resident of) Cuba, North Korea, Iran, Syria, Sudan, Myanmar or any other country to which the United States has embargoed goods or has been designated by the United States as a “terrorist supporting” country; or (ii) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. We do not authorize the use of the Services or the downloading or exportation of any software or technical data from this Site to any jurisdiction prohibited by the United States Export Laws.

13.     CHOICE OF LAW

These Terms of Service shall be construed and controlled by the laws of the State of New York, United States of America. Further, any disputes relating to these Terms of Service or anything contained on the Site or Services will be governed by the laws of the State of New York, United States of America, without regard to its principles of conflicts of laws. Any claim relating to these Terms of Service, the Site or the Services shall be brought exclusively in a federal or state court of competent jurisdiction located within the County of New York, State of New York, United States of America and appellate courts therefrom, and you hereby irrevocably consent to the jurisdiction of such court, and you further waive any argument that any such court does not have jurisdiction over such dispute or that venue in any such court is not appropriate or convenient. We will be entitled to recover our court costs and reasonable attorneys’ fees and expenses incurred in successfully proving any breach of any term of these Terms of Service.  If you access the Site and/or Services from a jurisdiction other than the United States, you agree that you do so on your own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable to your use of the Site and/or Services.  Please note that in some cases, the laws of your jurisdiction may apply and take precedence.

14.     MISCELLANEOUS

These Terms of Service constitute the entire agreement between the parties, and supersedes all prior and contemporaneous written or oral agreements, proposals or communications with respect to the subject matter herein between you and us. We in our sole discretion may amend these Terms of Service, and your use of the Site or Services after such amendment is posted on the Site will constitute acceptance of it by you. The section headings in these Terms of Service are for convenience only and must not be given any legal import. If any provision of these Terms of Service is held by a court of competent jurisdiction to be unlawful, void, invalid or unenforceable, the remaining provisions shall remain in full force and effect. PRO’s failure to enforce any provisions of these Terms of Service or respond to a breach by you or another user shall not serve to waive PRO’s right enforce subsequently any terms or conditions of these Terms of Service or to act with respect to similar breaches.

LAST UPDATED: March 7, 2012