Terms of Use

StatCrew Application and Web Services Terms of Use 1.1 8/5/2011

STAT CREW APPLICATION AND WEB SERVICES
TERMS OF USE

1. STAT CREW SOFTWARE APPLICATION TERMS OF USE.

CBS Interactive Inc., a Delaware corporation, with its principal place of business at 235 Second Street, San Francisco, California 90455, ("CBSI") and CBSI's licensors (the "Licensors(s)") (CBSI and Licensor(s) collectively referred to as either "we", "us", or "Provider") make available to you the user in your own capacity, your agents, and employees ("you", "your" or "User") the Stat Crew application (the "Stat Crew Application") and the Stat Crew Web services (the "Web Services") available in conjunction with the Stat Crew Application, subject to these Stat Crew Software Application and Web Services Terms of Use (the "Terms of Use"), which may be updated by CBSI from time to time without notice to you. It is important for you to refer to these Terms of Use from time to time to make sure that you are aware of any additions, revisions, or modifications that CBSI may have made to these Terms of Use. Your continued usage of the Stat Crew Application and/or the Web Services after changes in the Terms of Use signifies your acceptance of any new terms. (Provider and User collectively referred to as the "Parties".)

DO NOT ACCESS THE STAT CREW APPLICATION OR DOWNLOAD ANY PRODUCTS OR UPLOAD ANY INFORMATION OR AGREE TO RECEIVE ANY WEB SERVICES FROM CBSI UNLESS YOU HAVE READ AND AGREE TO BE BOUND TO THE TERMS SET FORTH IN THESE TERMS OF USE. YOUR AFFIRMATIVE ACT OF DOWNLOADING, UPLOADING AND/OR USING THE STAT CREW APPLICATION AND/OR WEB SERVICES SIGNIFIES THAT YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE, DO NOT DOWNLOAD, UPLOAD OR USE THE STAT CREW APPLICATION AND/OR THE SERVICES. FAILURE TO ABIDE BY THESE TERMS OF USE MAY SUBJECT THE USER TO DAMAGES, TERMINATION OF YOUR ACCOUNT, AND LOSS OF DATA. CBSI RESERVES THE RIGHT TO MAKE DETERMINATION OF VIOLATION IN OUR SOLE AND ABSOLUTE DISCRETION. ACCOUNT TERMINATION OR SUSPENSION MAY COME WITHOUT WARNING OR RECOURSE.

2. ELECTRONIC DELIVERY POLICY AND YOUR CONSENT.

You agree that CBSI may provide to you required notices, agreements and other information concerning the Stat Crew Application and/or the Web Services electronically. CBSI will post the notices on the home page of Stat Crew Application Web site or send the relevant information to an e-mail address that you have designated.

3. INSTALLING STAT CREW APPLICATION, DOWNLOADING/UPLOADING CONTENT.

When you install, interact and/or download the Stat Crew Application and/or upload any scoring data and information into the Stat Crew Application (the "Data"), you understand that we are not responsible for your use of or inability to use the Stat Crew Application and/or the Web Services, including without limitation the accuracy, or reliability of such Stat Crew Application and/or the Web Services. YOU USE SUCH STAT CREW APPLICATION AND/OR WEB SERVICES AT YOUR OWN RISK. The Stat Crew Application and/or Web Services is/are made available to you for your personal, non-commercial use only. If you want to sell, license or otherwise distribute, reproduce or modify the Stat Crew Application and/or the Web Services for any commercial purpose, you must obtain CBSI's prior written consent.

4. STAT CREW APPLICATION, WEB SERVICES AND FEES.

The current Stat Crew Application and/or Web Services plans are available at http://www.statcrew.com/shopcart/index.html, the prices for current Stat Crew Application and/or Web Services are available at http://www.statcrew.com/html/pricelist.shtml and the current Stat Crew Application and/or Web Services are available for purchase at http://store.statcrew.com/. CBSI may discontinue or change any service or feature of the Stat Crew Application and/or the Web Services at any time, without notice, and without compensation or refund to you of any kind.

5. PERMISSIBLE USE ONLY.

You may use the Stat Crew Application and/or the Web Services for lawful purposes only. You may not upload, submit or transmit via the Stat Crew Application and/or the Web Services any Content, or otherwise engage in any conduct that:

  • violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights;
  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, or contains explicit or graphic descriptions, or accounts of, sexual acts;
  • impersonates any person, business or entity, or represents any deceptive or fraudulent act;
  • contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
  • interferes with the use of the Stat Crew Application by others;
  • abuses system resources including but not limited to hacking, pinging, flooding, spoofing, or other malicious activity; and
  • violates these Terms of Use.

6. SECURITY.

You are responsible for maintaining the confidentiality of your login names and passwords and you accept responsibility for all activities, charges, and damages that occur under your account. If you have reason to believe that someone is using your account without your permission, you should contact CBSI immediately. We will not be responsible for any loss or damage resulting from your failure to notify us of any unauthorized use. If CBSI requests registration information from you, you must provide CBSI with accurate and complete information and must update the information when it changes. You are responsible for any misuse of your account, even if a friend, family member, guest or employee committed the inappropriate activity. Therefore, you must take steps to ensure that others do not gain unauthorized access to your account. In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another server resource or network. Sharing your login name, password and account access with unauthorized users is prohibited. You should take care to prevent others from using your account since you will be held responsible for such use. You may not attempt to circumvent user authentication or security of any host, network or account ("cracking"). This includes, but is not limited to, accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other networks. Use or distribution of tools designed for compromising security is prohibited. Examples of these tools include, but are not limited to, password guessing programs, cracking tools or network probing tools. You may not attempt to interfere with service to any user, host, or network ("denial of service attacks"). This includes, but is not limited to, "flooding" of networks, deliberate attempts to overload a service, and attempts to "crash" a host. Users who violate systems or network security may incur criminal or civil liability. You will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations.

7. LICENSE, PROPRIETARY RIGHTS AND RESTRICTIONS OF USE.

Stat Crew Application and/or Web Services License. Subject to your strict compliance with these Terms of Use, CBSI grants you a personal, non-exclusive, non-transferable, non-commercial, limited, revocable license to access, use, install and/or download the Stat Crew Application and/or use the Web Services, as applicable. You may not incorporate the Stat Crew Application and/or use the Web Services or any portion thereof into another product. You agree to abide by all laws and regulations in effect regarding your use of the Stat Crew Application and/or the Web Services. You may not authorize or assist any third party to do any of the things prohibited in this paragraph. Nothing in these Terms of Use will be interpreted to mean, and CBSI does not grant you any right or license in any other CBSI materials or other proprietary images, trademarks, copyrighted works, artwork, copy, information, data, knowledge, computer software or any other material or information of any kind. Nothing in these Terms of Use will be interpreted to mean, and CBSI does not grant you any right or license to enter into sublicenses or redistribution agreements with respect to any portion of the Stat Crew Application and/or the Web Services or to otherwise rent, sell, lease, loan, transfer, assign, broadcast, sublicense, distribute or allow access to the Stat Crew Application and/or the Web Services. You agree that you will not charge any person or entity to view, listen or otherwise access the Stat Crew Application and/or the Web Services.

Data License. When you upload Data via the Stat Crew Application and/or the Web Services, you grant CBSI its parent, subsidiaries, affiliates, and partners a perpetual, non-revocable, non-exclusive, worldwide, royalty-free license to use, distribute, edit, display, archive, publish, sublicense, perform, digitally perform, exhibit, reproduce, make available, transmit, broadcast, sell, translate, and create derivative works of the Data, and your name and other identifying information where part of the Data, in any form, media, software, or technology of any kind now known or developed in the future, including, without limitation, for developing, manufacturing, and marketing products. You hereby waive any moral rights you may have in the Data. You represent and warrant that you have all rights necessary to grant Provider the license above and that none of your Data is defamatory, violate any rights of third parties (including intellectual property rights or rights of publicity or privacy), or violates applicable law. Any and all rights to use the Data not expressly granted to CBSI under these Terms of Use are hereby reserved by you.

Copyright Notices. The Stat Crew Application and the Web Services are protected by copyright pursuant to U.S. copyright laws, international conventions and other copyright laws, and are owned or controlled by CBSI. You will abide by any and all additional copyright notices, information, or restrictions contained in the Stat Crew Application and/or the Web Services or as CBSI otherwise may impose from time to time.

Further Restrictions. You represent, warrant and covenant that you will not reverse engineer, decompile, translate, modify, obscure or develop derivative works based on, or otherwise attempt to discern the source code of (except as permitted by law), the Stat Crew Application and/or the Web Services.

No Contest of Rights. You acknowledge and agree that you will not directly or indirectly contest or challenge or aid or abet in contesting or challenging the validity or ownership of the Stat Crew Application and/or the Web Services or take any action whatsoever in derogation of CBSI's rights therein or in breach of any terms and conditions contained in these Terms of Use. You acknowledge and agree that you will not acquire or claim any rights in the Stat Crew Application and/or the Web Services or aid or abet anyone else in doing so.

Reservation of Rights. Any and all rights to use Stat Crew Application and/or use the Web Services not expressly granted to you under these Terms of Use are hereby reserved for CBSI. Nothing contained in these Terms of Use will affect, impair, or limit in any way CBSI's rights to exploit fully any or all of the Stat Crew Application and/or the Web Services.

Proprietary Rights. You acknowledge and agree that CBSI owns and will retain all rights, title and interest in and to the Stat Crew Application and the Web Services, including, without limitation, all copies thereof and all rights to patents, copyrights, trademarks, service marks, trade secrets and other intellectual property rights inherent in these Terms of Use and appurtenant thereto.

No License to CBSI Trademarks. Nothing in these Terms of Use will be interpreted to mean, and CBSI does not grant you any right or license in any CBSI trademark, trade name, service mark, insignia, slogan, name, emblem, logo, symbol, design and/or other identifying characteristics owned by or associated with CBSI, its subsidiaries or affiliates, in any manner whatsoever.

8. REQUIREMENTS FOR DOWNLOADING THE STAT CREW APPLICATION.

System Requirements. You understand and agree that the Stat Crew Application and/or the Web Services is/are subject to system requirements and other limitations of use available at http://www.statcrew.com/html/requirements1.shtml and that the Stat Crew Application will only operate if your system meets those requirements and limitation.

No Internet Connection Equipment Provided. CBSI will not be obligated to, and you acknowledge that CBSI will not, provide any bandwidth, modem, computer, or any other equipment, system or connectivity for you to connect to the Internet. You will be solely responsible for all modems, computers, operating systems connection devices and bandwidth necessary for connecting to the Internet through which you can download the Stat Crew Application and access the Web Services.

9. USER INFORMATION.

User information you disclose in connection with downloading, using and/or uploading information into the Stat Crew Application and/or use the Web Services is subject to the CBSI Privacy Policy available at http://cbsiprivacy.custhelp.com/app/answers/detail/a_id/1265, integrated herein by reference.

10. CUSTOMER SUPPORT.

For assistance, questions or other order inquiries, please refer to our online FAQ's available at http://www.statcrew.com/html/faqs1.shtml.

11. DISCLAIMER OF WARRANTIES.

We provide the Stat Crew Application and the Web Services "AS IS", "WITH ALL FAULTS" and "AS AVAILABLE." We and our suppliers and/or licensors make no express warranties or guarantees about the Stat Crew Application and the Web Services. PROVIDER DOES NOT WARRANT OR REPRESENT THAT YOUR ACTIVITIES OR USE OF THE STAT CREW APPLICATION AND/OR THE WEB SERVICES IS/ARE LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE STAT CREW APPLICATION AND/OR THE WEB SERVICES IS/ARE AT YOUR SOLE RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE STAT CREW APPLICATION AND/OR THE WEB SERVICES. TO THE EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS AND/OR LICENSORS DISCLAIM ANY EXPRESSED OR IMPLIED WARRANTIES THAT THE STAT CREW APPLICATION AND/OR THE WEB SERVICES AND ALL SOFTWARE, CONTENT AND SERVICES DISTRIBUTED THROUGH US ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE STAT CREW APPLICATION AND/OR THE WEB SERVICES WILL MEET YOUR REQUIREMENTS, IS/ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF STAT CREW APPLICATION AND/OR THE WEB SERVICES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, OR ACCURATE. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE STAT CREW APPLICATION AND/OR THE WEB SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A PROVIDER REPRESENTATIVE SHALL CREATE A WARRANTY. YOU ASSUME FULL RESPONSIBILITY AND PROVIDER RETAINS NO LIABILITY FOR THE LOSS OF DATA FOR ANY REASON. YOU ASSUME FULL RESPONSIBILITY AND PROVIDER RETAINS NO LIABILITY FOR THE COMPROMISE OF DATA DUE TO THIRD-PARTY HACKING OF ANY SYSTEM. YOU ASSUME FULL RESPONSIBILITY AND PROVIDER RETAINS NO LIABILITY FOR THE COMPROMISE OF DATA DUE TO DATA LOSS ASSOCIATED WITH EQUIPMENT FAILURE.

12. LIMITATION OF LIABILITY.

YOU AGREE THAT THE LIMIT OF ALL DAMAGES CLAIMED BY YOU FOR ANY REASON AGAINST PROVIDER, OUR LICENSEES, PARENT, OUR AFFILIATES, MANAGEMENT, AGENTS, OWNERS, LICENSORS AND SUPPLIERS, SHALL BE A REFUND OF ACTUAL AMOUNTS PAID BY YOU TO CBSI. IN NO EVENT SHALL PROVIDER'S LIABILITY, OR THE LIABILITY OF OUR LICENSEES, PARENT, OUR AFFILIATES, MANAGEMENT, AGENTS, OWNERS, LICENSORS AND SUPPLIERS, FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE STAT CREW APPLICATION EXCEED THE TOTAL AMOUNT OF SERVICE FEES THAT YOU PAID CBSI DURING A ONE-YEAR PERIOD FOR THE SPECIFIC SERVICE AT ISSUE. TO THE EXTENT PERMITTED BY LAW, CBSI, OUR LICENSEES, PARENTS, OUR AFFILIATES, MANAGEMENT, AGENTS, OWNERS, LICENSOR AND OUR SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON STAT CREW APPLICATION. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

13. INDEMNIFICATION.

You agree to defend, indemnify, and hold harmless Provider, its parent and affiliated companies, and their respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney's fees that arise from your use or misuse of the Stat Crew Application and/or the Web Services and/or Provider's cost of enforcement of these Terms of Service. You agree to make payment for these indemnified actions promptly on an as-incurred basis. Notwithstanding the foregoing, Provider retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against Provider and its independent contractors under the terms and provisions of this Section 13 and in no event will you settle any claim without Provider's prior written approval.

14. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES.

THIS AGREEMENT AND THE INTERPRETATION OF ITS TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any matters which are not subject to arbitration as set forth in these Terms of Use in connection with the entering of any judgment on an arbitration award in connection with these Terms of Use and/or the Stat Crew Application, the Parties irrevocably submit and consent to the exclusive jurisdiction and venue of the New York state and federal courts located in the City of New York, County of New York, and State of New York. The parties agree not to raise the defense of forum non conveniens.

15. ARBITRATION.

The Parties waive all rights to trial by jury in any action or proceeding instituted in connection with these Terms of Use, including, without limitation, the Stat Crew Application and/or the Web Services. Any controversy or claim arising out of or relating to these Terms of Use and/or the Stat Crew Application and/or the Web Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of New York, in the City of New York, County of New York. Any cause of action filed by you with respect to these Terms of Use and/or the Stat Crew Application and/or the Web Services must be filed within ninety (90) days after the occurrence of the facts giving rise to the cause of action, otherwise the cause will be forever barred.

16. TERMINATION AND SURVIVAL.

Your right to use Stat Crew Application and the Web Services automatically terminates if you violate these Terms of Use. We also reserve the right, in our sole discretion, to suspend your access to all or part of Stat Crew Application and/or the Web Services, if you are delinquent in payment, with or without notice. However, termination of your right to service does not limit or change our mutual rights or obligations under these Terms of Use. Our limitation of liability and your responsibility for past balances and indemnification of us survives any termination of service. Specifically Sections 11 through 15 and 17 survive any termination of these Terms of Use and continue to govern any interaction between the Parties.

17. MISCELLANEOUS.

You agree to comply with all rules, laws and regulations that are applicable to your use of the Stat Crew Application and/or the Web Services, including, without limitation, those governing your transmission or use of any software or data. These Terms of Use contain the sole and entire agreement between the Parties with respect to the use of the Stat Crew Application and/or the Web Services and supersedes any and all other prior or contemporaneous written or oral agreements between them. Captions contained in these Terms of Use are inserted only as a matter of convenience or for reference and in no way define, limit, extend, or describe the scope of the Terms of Use or the intent of any provision of these Terms of Use. No waiver of any of the terms in the Terms of Use will be of any force or effect unless made in writing and signed by a duly authorized officer of Provider. It is the intent of the Parties to these Terms of Use that neither these Terms of Use, nor any covenant in the Terms of Use, will be construed against either party pursuant to the common law rule of construction against the drafter. It is the intent of the Parties to these Terms of Use that said rule not be applicable to these Terms of Use. You may not assign or transfer any of the rights or obligations that arise under the Terms of Use to any third party without the prior written consent of Provider. If any provision of the Terms of Use is held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action will be strictly construed and will not affect the validity or effect of any other provision of the Terms of Use.

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