PickManager.com Terms of Use Agreement

PickManager.com provides the platform and tools that enable its members to join, create, run and play in various fantasy-sports games, pick-em games and pools for various sports on a yearly basis. PickManager.com also has various message boards and forums that can be created and heighten the virtual sports experience. The services offered by Dell Sports, Inc. through PickManager.com ("PickManager.com", "we" or .our.) include the PickManager.com website located at URL www.PickManager.com (the .Website"), the PickManager.com Internet messaging service (the .Messaging Service.), and any other features, content, functionality or applications offered from time to time by PickManager.com in connection with the Website (collectively, the "PickManager.com Services"). The PickManager.com Services are hosted in the U.S.

This Terms of Use Agreement (the "Agreement") sets forth the legally binding terms for your use of the PickManager.com Services. By using the PickManager.com Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Website), you are a .Non-Paying Member. (you are registered but have not paid the fees to fully access the Website or all the PickManager.com Services) or you are a "Member(s)" (which means that you have registered as a member on the Website and have paid your yearly membership fee (.Fee.) and have access to all the PickManager.com Services). The term "User" refers to all Visitors, Non-Paying Members, and Members, while .Registered User. refers to only Non-Paying Members and Members. You are only authorized to use the Website and the PickManager.com Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and regulations, and the terms of this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Website and discontinue use of the PickManager.com Services immediately. If you wish to become a Registered User, communicate with other Registered Users and make use of any of the PickManager.com Services, you must read this Agreement and indicate your acceptance during the registration process. This Agreement includes PickManager.com.s policy for acceptable use of the PickManager.com Services and content posted on the Website, your rights, obligations and restrictions regarding your use of the PickManager.com Services and the Website's Privacy Policy. Unless otherwise provided by the additional terms and conditions applicable to the PickManager.com Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. Please understand that each game or feature on the Website may have its own rules and conditions which you should familiarize prior to your usage. You may receive a copy of this Agreement by contacting us through this Contact Us link, with the subject: Terms of Use Agreement.

PickManager.com may modify this Agreement from time to time and such modification shall be effective upon posting by PickManager.com on the Website. You agree to be bound to any changes to this Agreement when you access the Website or use the PickManager.com Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

As a Registered User you have the ability to create a PickManager.com profile to share information about yourself and your various teams, pools and/or leagues on the Website (a .Profile.). Please choose carefully the information you post on the Website and that you provide to other Users. Your Profile may not include the items listed below in Section 8 and the inclusion of any of those items is grounds for termination and breach of this Agreement. However, despite this prohibition, information provided by other Website and PickManager.com Users (for instance, in their Profile) may contain inaccurate, inappropriate or Prohibited Content and PickManager.com assumes no responsibility or liability for this material. If you become aware of misuse of the PickManager.com Services by any person, please contact PickManager.com or click on the .Report. button on any Registered User.s profile page, or click on the .Report. link on the detailed photo or video pages.

PickManager.com reserves the right, in its sole discretion, to reject, refuse to post or remove any posted Content (defined below), including private messages by you, or to restrict, suspend, or terminate your access to all or any part of the Website or PickManager.com Services at any time, for any or no reason, with or without prior notice, and without liability.

Your use of the PickManager.com Services is subject to the following specific terms:

1. Eligibility. Use of and registration for the PickManager.com Services is void where prohibited. By using the PickManager.com Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) all information you post on the PickManager.com Services including your Profile is truthful and accurate; (c) you will maintain the accuracy of all such information; (d) you are 18 years of age or older; and (e) your use of the PickManager.com Services does not violate any applicable law or regulation. Your Profile may be deleted and your user registration may be terminated without warning, if we believe that you are less than 18 years of age.

2. Term. This Agreement shall remain in full force and effect until it is modified or replaced by PickManager.com or terminated by one of the parties in accordance to its terms. However, Fees for Members are valid one (1) year from your date of payment to PickManager.com. If you lapse on the required Fees or choose not to pay Fees you shall be classified as a Non-Paying Member and your access to certain PickManager.com Services shall be limited accordingly. You may terminate your registration at any time, for any reason, by following the instructions on the .My Account. section of the .Edit Profile. webpage. PickManager.com may terminate your user registration at any time, and for any reason, without warning. Even after user registration is terminated, this Agreement will remain in effect, including sections 5-16.

3. Fees. The yearly fee to be a Member of the Website and have access to all the PickManager.com Services is $19.99. You acknowledge that PickManager.com reserves the right to charge fees for the use and access to the PickManager.com Services and to change its fees from time to time in its sole discretion. If you desire to set up a single pool the fees related to the pool are posted on the portion of the Website related to that pool. If PickManager.com terminates your user registration because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of such fees.

4. Password. When you sign up to become a Registered User, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the user account or password of another Registered User at any time or to disclose your password to any third party. You agree to notify PickManager.com immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

5. Non-commercial Use by Registered Users. The PickManager.com Services are for the personal use of Registered Users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by PickManager.com. Illegal and/or unauthorized use of the PickManager.com Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Profiles without notice and may result in termination of user registration. Appropriate legal action will be taken for any illegal or unauthorized use of the PickManager.com Services.

6. Proprietary Rights in Content on PickManager.com. Except as otherwise expressly authorized by a Registered User, PickManager.com does not claim any ownership rights, rather than the licensed rights granted elsewhere in this Section, in the text, information, files, images, photos, videos, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you upload, display or publish (.post.) to the PickManager.com Services. After posting your Content to the Website or other PickManager.com Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By posting any Content on or through the PickManager.com Services, you hereby grant to PickManager.com and its sponsors and affiliates a non-exclusive, fully-paid, royalty-free, sublicensable, worldwide limited license to use, modify, publicly perform, publicly display, reproduce, assign and distribute such Content.

   Through your acceptance of this Agreement, you represent and warrant that: (i) you own all the Content posted by you on or through the PickManager.com Services, or otherwise have the unrestricted right to grant the license set forth in this Section 6, and (ii) the posting of your Content on or through the PickManager.com Services does not violate the privacy rights, publicity rights, copyrights, contract rights, proprietary rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the PickManager.com Services.

   The PickManager.com Services contain content of PickManager.com and its sponsors and affiliates ("PickManager.com Content"). PickManager.com Content is protected by copyright, trademark, patent, trade secret and other laws, and PickManager.com owns or has the right to use, and retains all rights in the PickManager.com Content and the PickManager.com Services. PickManager.com hereby grants you a non-exclusive, revocable, non-sub licensable, limited license to reproduce and display the PickManager.com Content (excluding any software code) solely for your personal use in connection with viewing the Website and using the PickManager.com Services.

   The PickManager.com Services contain Content of Users, sponsors, affiliates, and other PickManager.com licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the PickManager.com Services.

7. Content Posted. You are solely responsible for (a) the Content that you post on or through any of the PickManager.com Services, (b) any material or information that you transmit to other Users through the Messaging Service or otherwise, and (c) for your interactions with other Users. PickManager.com does not endorse and has no control over the Content you posted or Content posted by other Users. User.s Content is not reviewed by PickManager.com prior to posting and does not reflect the opinions or policies of PickManager.com. PickManager.com makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Users.

   PickManager.com may delete any Prohibited Content (as defined below). PickManager.com assumes no responsibility for monitoring the PickManager.com Services for inappropriate Content or conduct. If at any time PickManager.com chooses, in its sole discretion, to monitor the PickManager.com Services, PickManager.com nonetheless assumes no responsibility for Prohibited Content, no obligation to modify or remove any Prohibited Content, and no responsibility for the conduct of the user submitting any such Content.

8. Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the PickManager.com Services (.Prohibited Content.). PickManager.com reserves the right to investigate and take appropriate legal action against anyone who, in PickManager.com.s sole discretion, violates this provision, including without limitation, removing the Prohibited Content from the PickManager.com Services and terminating the registration of the User of such violators. Prohibited Content includes, but is not limited to content that, in the sole discretion of PickManager.com:

   • is patently offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
   • harasses or advocates harassment of another person;
   • exploits people in a sexual or violent manner;
   • contains nudity, violence, or offensive subject matter or contains a link to an adult website;
   • solicits personal information from anyone under 18;
   • provides any telephone numbers, street addresses, last names, URLs or email addresses other than in connection with the PickManager.com profile or the PickManager.com Services;
   • promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
   • promotes an illegal or unauthorized copy of another person's copyrighted work;
   • involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
   • contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
   • furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
   • solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
   • involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
   • includes a photograph of another person that you have posted without that person's consent; or
   • uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the Profile
   • posts advertisements or solicitations of business, or
   • impersonates another person.

   If PickManager.com terminates your user registration because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of such fees.

   The following is a partial list of the kind of activity that is illegal or prohibited on the Website and through your use of the PickManager.com Services (.Prohibited Activity.). PickManager.com reserves the right to investigate and take appropriate legal action against anyone who, in PickManager.com.s sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to activity in the sole discretion of PickManager.com that is:

   • criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
   • advertising to, or solicitation of, any user to buy or sell any products or services through the PickManager.com Services other than someone authorized by PickManager.com. You may not transmit any chain letters or junk email to other Users. It is also a violation of this Agreement to use any information obtained from the PickManager.com Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent. In order to protect our Users from such unauthorized advertising or solicitation, PickManager.com reserves the right to restrict the number of internal messages that a user may send to other users in any 24-hour period to a number which PickManager.com deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, messages or other unsolicited communications of any kind through the PickManager.com Services, you acknowledge that you will have caused substantial harm to PickManager.com, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay PickManager.com $50 for each such unsolicited email or other unsolicited communication you send through the PickManager.com Services;
   • covering or obscuring the banner advertisements on your personal profile page, or any PickManager.com page by means of HTML/CSS or any other means;
   • any automated use of the system, such as using scripts to add friends or send comments or messages;
   • interfering with, disrupting, or creating an undue burden on the PickManager.com Services or the networks or services connected to the PickManager.com Services;
   • attempting to impersonate another User or person;
   • using the account, or password of another Registered User at any time or disclosing your password to any third party or permitting any third party to access your account;
   • selling or otherwise transferring your Profile;
   • using any information obtained from the PickManager.com Services in order to harass, abuse, or harm another person;
   • displaying an advertisement on your Profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the PickManager.com Services on behalf of that person, such as placing commercial content on your Profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your "Top 8" friends, or sending private messages with a commercial purpose; or
   • using the PickManager.com Services in a manner inconsistent with any and all applicable laws and regulations.

   If PickManager.com terminates your user registration because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of such fees.

9. Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other confidential or proprietary information belonging to others without obtaining the prior written consent of the owner of such materials or rights. It is the policy of PickManager.com to terminate the registration of any Registered User who repeatedly infringes the copyright rights of others upon receipt of proper notification to PickManager.com by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the PickManager.com Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the PickManager.com Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. You may contact PickManager.com through the Contact Us link.

10. User Disputes. You are solely responsible for your interactions with other PickManager.com Registered Users/Members/Users. PickManager.com reserves the right, but has no obligation, to monitor disputes between you and other Registered Users/Members/Users.

11. Privacy Policy. The use of the PickManager.com Services is also governed by the PickManager.com Privacy Policy, which, can be found on the Website and which is incorporated into this Agreement by this reference.

12. Disclaimers. PickManager.com is not responsible for any incorrect or inaccurate Content posted on the Website, on Registered User Profiles or in connection with the PickManager.com Services, whether caused by Users of the PickManager.com Services or by any of the hardware, software or functionality associated with or utilized in the PickManager.com Services. Profiles created and posted by Registered Users on the Website may contain links to other websites. PickManager.com is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by PickManager.com. Inclusion of any linked website on the PickManager.com Services does not imply approval or endorsement of the linked website by PickManager.com. When you access these third-party sites, you do so at your own risk. PickManager.com takes no responsibility for third party advertisements which are posted on this Website or through the PickManager.com Services, nor does it take any responsibility for the goods or services provided by its sponsors, advertisers, strategic partners or affiliates. PickManager.com is not responsible for the conduct, whether online or offline, of any User of the Website or of the PickManager.com Services. PickManager.com assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Profile, Content or communication. PickManager.com is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, due to technical problems or traffic congestion on the Internet or on any of the PickManager.com Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the PickManager.com Services. Under no circumstances shall PickManager.com be responsible for any loss or damage, including personal injury or death, resulting from use of the PickManager.com Services, attendance or participation in a PickManager.com event or promotion, from any Content posted on or through the PickManager.com Services, or from the conduct of any Users or Registered Users of the PickManager.com Services, whether online or offline. The PickManager.com Services are provided "AS-IS" and as available and PickManager.com expressly disclaims any warranty of fitness for a particular purpose or non-infringement. PickManager.com cannot guarantee and does not promise any specific results from use of the PickManager.com Services.

13. Limitation on Liability. IN NO EVENT SHALL DELL SPORTS, INC. AND/OR PICKMANAGER.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR THE PICKMANAGER.COM SERVICES, EVEN IF PICKMANAGER.COM AND/OR DELL SPORTS, INC. HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, DELL SPORTS, INC..S AND/OR PICKMANAGER.COM.S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE MEMBERSHIP FEE, IF APPLICABLE, BY YOU TO DELL SPORTS, INC. AND/OR PICKMANAGER.COM FOR THE PICKMANAGER.COM SERVICES DURING THE TERM OF YOUR USE OF THE WEBSITE.

14. Disputes. If there is any dispute about or involving the PickManager.com Services, you agree that the dispute shall be governed by the laws of the State of North Carolina, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in Mecklenburg County, North Carolina. Either PickManager.com or you may demand that any dispute between PickManager.com and you about or involving the PickManager.com Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Charlotte, North Carolina, USA, provided that the foregoing shall not prevent PickManager.com from seeking injunctive relief in a court of competent jurisdiction.

15. Indemnity. You agree to indemnify and hold Dell Sports, Inc., PickManager.com, its parents subsidiaries, and affiliates, and its respective directors, officers, agents, sponsors, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the PickManager.com Services or Website in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Website or through the PickManager.com Services causes PickManager.com to be liable to another.

16. Other. This Agreement is accepted upon your use of the Website or any of the PickManager.com Services and is further affirmed by you becoming a Registered User. This Agreement constitutes the entire agreement between you and PickManager.com regarding the use of the PickManager.com Services. The failure of PickManager.com to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. PickManager.com is a trademark of Dell Sports, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. This Agreement supersedes any and all other agreements, either oral or in writing, between the you and PickManager.com and/or Dell Sports, Inc. with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between all the parties with respect thereto. PickManager.com and/or Dell Sports, Inc. reserve the right, at any time and from time to time, for any reason in its own discretion, to change the terms of this Agreement. PickManager.com will post or display notices of material changes on the Website or it may also e-mail you about these changes. Once the changes are posted on the Website, these changes become effective immediately and if Users use the Website or the PickManager.com Services after the changes become effective, it shall signify Users.s agreement to be bound by the changes.

    Registered Members, please remember that when you participate in pools or games you must abide by the rules specific to each pool or game. Your participation in those pools, games or any other PickManager.com Services signifies your acceptance of the terms and conditions of each specific pool, game or any other PickManager.com Service.

Please contact us by email with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.