TERMS & CONDITIONS
Effective Date: August 6, 2004; Last Updated: May 15, 2023
These Terms and Conditions (the "Agreement") govern your use of the websites, mobile applications, and other online and mobile services that link to or post this Agreement (collectively, the "Services") that are operated by Philadelphia Eagles, LLC (collectively, "Eagles," "we," "our," "us").
THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES (SECTION 17), LIMITATION OF LIABILITY (SECTION 18), AND A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER (SECTION 20). PLEASE READ IT CAREFULLY.
Your use of the Services constitutes your acceptance of the Agreement. You must be 13 years or older to use the Services. Your acceptance of the Agreement provides you with a limited and temporary license and permission to access and use the Services, which license and permission we may revoke at any time, as described below.
1. Intellectual Property
As between you and us, we own all right, title and interest, including all intellectual property and proprietary rights (including goodwill), in and to, and related to, the Services, Modular Content, and all Trademarks, software, technology, platforms, applications, user interface, tools, links, text, images, photographs, video, audio, graphics, user interface, and other content (and the selection, coordination, and arrangement of any content), data, analytics, algorithms, or materials included or displayed in or through, provided with or through the use of, or generated from the Services and any and all improvements to or derivatives of the forgoing. Except as expressly provided in this Agreement, you are prohibited from copying, reproducing, modifying, distributing, displaying, performing, or transmitting any of the Services or contents of the Services for any purposes, and nothing otherwise stated or implied in the Services confers on you any license or right to do so. To the extent you obtain any rights in our content, Services, or Modular Content, you hereby assign all such rights, title, and interest to the Eagles.
2. Trade and Service Mark Rights
Without limiting Section 1 above, we own all rights in the product names, company names, trade names, logos, product packaging and designs ("Trademarks") of the Eagles and third parties own all Trademarks in their respective products or services, whether or not appearing in large print or with the trademark symbol. Unauthorized use of any such Trademarks, including reproduction, imitation, dilution or confusing or misleading uses, is prohibited under the trademark laws of the United States and other countries, as applicable. You are expressly prohibited from using or misusing any Trademarks, except as expressly provided in this Agreement, and nothing otherwise stated or implied in the Services confers on you any license or right to do so. In addition, the look and feel of the Services, including all page headers, graphics, button icons and scripts, constitute Trademarks and are subject to the restrictions on the use of Trademarks.
3. Permitted Uses
You may use the Services solely for your own individual non-commercial and informational purposes only. Any other use, including for any commercial purposes, is strictly prohibited without our express prior written consent. Systematic retrieval of data or other content from the Services, whether to create or compile, directly or indirectly, a collection, compilation, database, or directory, is prohibited absent our express prior written consent.
4. Modification of this Agreement
We reserve the right to make any changes to this Agreement at any time. If we supplement, supersede, or otherwise amend this Agreement at any time, the amended Agreement will take effect immediately when it is posted. You should therefore periodically visit this page to review the then-current Agreement. Your use of the Services after our posting of amendments to this Agreement will constitute your acceptance of this Agreement, as modified. If, at any time, you do not wish to accept this Agreement, you may not use the Services.
5. Access to the Services
In order to access the Services, you must have access to the World Wide Web, either directly or through devices that access Web-based content and must pay any service fees associated with such access. Not all of the features available through the Services, including certain live streaming audio, video, or access to high-quality video, may be available to you unless your computer or mobile device satisfies the minimum technical requirements that are presented when you first register for the Services or unless you complete any necessary payment or subscription fee, as applicable. As we make changes to the Services, the minimum technical requirements for access to the Services may change. You are responsible for determining whether your computer or device satisfies the minimum technical requirements before you register to access the Services. Moreover, if we change the minimum technical requirements after you initially register to access the Services such that your computer or device no longer satisfies the requirements, your exclusive remedy will be to request termination of your access to the Services under the provisions of Section 28 of this Agreement.
6. Registration, Username, Password, Security
(a) Registration. Registration may be required for certain portions of the Services. We will not grant you access to any registration-required portions of the Services unless you have completed the necessary registration and paid the fees, if any, associated with access to such portion of the Services.
(b) Your User Identity. Your username and password will be your identity for purposes of interacting with the Services and other users through the Services.
(c) Username, Passwords, and Password Access. You shall keep confidential, shall not disseminate, and shall use solely in accordance with this Agreement, your username, password, and any other registration and access info for the Services. You are responsible for all activity that occurs under your account. You shall immediately notify us if you learn of or suspect: (i) any loss or theft of your username, password or any other registration and access info, or (ii) any
unauthorized use of your username, password or any other registration and access info for the Services. In the event of such loss, theft, or unauthorized use, we may impose on you, at our sole discretion, additional security obligations.
(d) Security Breaches and Revision. If any unauthorized person obtains access to the Services as a result of any act or omission by you, you shall use your best efforts to ascertain the source and manner of acquisition and shall fully and promptly notify the Eagles at email@example.com. You shall otherwise cooperate and assist in any investigation relating to any such unauthorized access.
7. Special Terms and Conditions Applicable to Services/Products Offered for Purchase Through the Services
8. Modular Content
We may provide certain content, which includes graphics, text, audio, video, photographs, news, scores, or other material that is capable of being incorporated, including as a module or via an RSS feed or similar technology, into a website or other online, cable, wireless, or other service other than the Services ("Modular Content"). To the extent that we make Modular Content available, you agree to use it responsibly and in accordance with this Agreement and any other rules or restrictions provided to you in connection with the Modular Content.
By using Modular Content or incorporating it within or associating it with a website or other online, cable, wireless, or other service other than the Services, you agree not to: (1) obscure our branding of the Modular Content, assert or imply ownership or authorship of the Modular Content, or facilitate another party's assertion or implication of ownership or authorship of the Modular Content; (2) excerpt or edit the Modular Content, except as specifically permitted by us in writing; or (3) publish, place, or utilize the Modular Content in a setting or manner in which it may be associated with content or other material that (i) is or may be considered unlawful, threatening, abusive, bigoted, hateful, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (ii) may constitute, advocate or encourage conduct that would constitute or give rise to a criminal offense, civil liability or other violation of any local, state, national or international law; (iii) violates, plagiarizes or infringes the rights of third parties including, copyright, trademark, patent, rights of privacy or publicity, or any other proprietary right; (iv) contains or may be associated with a computer virus or other harmful component; (v) constitutes or contains false or misleading indications of origin or statements of fact; (vi) contains any information, software or other material of a commercial nature; or (vii) contains advertising, promotions or commercial solicitations of any kind.
Although we are under no obligation to do so and assume no responsibility or liability arising from any use of Modular Content, we may monitor the web sites or other online, cable, wireless, or other services with which Modular Content is used. You agree that you will promptly, and in any event within 24 hours, remove the Modular Content from any website or other online, cable, wireless, or other service if we or our agent request that you do so, and that you will maintain the ability to remove Modular Content from any web site or online, cable, wireless, or other service on which you cause it to be placed or with which you cause it to be affiliated. You agree that we have exclusive discretion to direct that the Modular Content be removed from websites or other online, cable, wireless, or other services at any time and for any reason, including, the prohibited uses of Modular Content described above; that we may implement and use protections to limit the web sites or other online, cable, wireless, or other services in conjunction with which Modular Content may be used or the manner in which Modular Content may be used; and that we may not specifically advise you of the existence or nature of these protections.
We provide Modular Content, if at all, on a voluntary basis. We expressly disclaim any obligation to provide or update Modular Content, to maintain its availability, or to ensure its accuracy. Notwithstanding any statement to the contrary by us or by you or any third party, your use of Modular Content creates no fiduciary or contractual relationship between us and you, or between us and any third party, other than pursuant to this Agreement.
9. Eagles Pro Shop Online Store
10. Links and Third Party Content
The Services may contain links to other services ("Linked Services"). The Linked Services are not under our control, and we are not responsible for the contents, quality or availability of the Linked Services, including, links contained on Linked Services, or any changes or updates to Linked Services. The Services provide links only as a convenience, and the inclusion of any links to a Linked Service is not an endorsement by us of any company offering Internet services, products, or services on the Linked Services. The Linked Services may be governed by other terms of service. A user of any Linked Services will be responsible for reviewing any applicable terms and complying with them.
are aware of their use or not and whether or not the use of such materials is recommended by the Eagles.
You may link to the home page of the Services without obtaining our permission. By publishing a hyperlink to our Services on your website or other venue, you warrant that the content that you are linking the Services to appropriate content that is consistent with the stated purposes of the Services and complies with this Agreement. For any other type of link to the Services, you must obtain our express written permission. To seek our permission, you may write to Legal Department, Attn: Philadelphiaeagles.com, Philadelphia Eagles, LLC, NovaCare Complex, One NovaCare Way, Philadelphia, PA 19145. If you provide a third-party web site that links to the Services, you: (a) shall not create a frame, browser or border environment around any of the content of the Services; (b) shall not imply that we endorse or sponsor your web site or any of its products or services; (c) shall not present false information about us, the Services or any of our products or services; (d) shall not use any of our Trademarks without our express prior written permission; and (e) shall not include any content that could be construed by us as distasteful, offensive or controversial. Notwithstanding anything to the contrary contained in this Agreement, we reserve the right to deny or rescind permission to link to the Services from any web site, and to require termination of any link to the Services, for any reason in our sole and absolute discretion.
11. Availability of Services
The availability of the content on the Services may be affected by a variety of factors, including game delays or cancellations, application of the National Football League's broadcast policy (which prohibits broadcast of football games under certain circumstances and in certain areas), technical problems or network delays, program rescheduling, or other reasons. You agree that we are not obligated to provide you with any specific Services or content under this Agreement.
12. Compliance with Laws/Regulations
You are required to comply with all applicable laws and regulations in connection with your use of the Services and all aspects therein and thereof, and such further limitations as may be set forth in any written, on-screen notice or other notice from us. By using the Services, you represent and warrant that you will not use the Services for any purpose that is either unlawful or prohibited by this Agreement. We reserve the right to disclose any information about you or your use of the Services in connection with any investigations by us or law enforcement authorities as may be appropriate or necessary to satisfy any applicable law, regulation, legal process, or governmental request.
13. Prohibited Uses Generally
Without limiting the foregoing, you agree not to transmit, distribute, post, communicate or store information or other material on, to or through the Services that:
(a) is copyrighted, unless you are the copyright owner or valid licensee to such materials, and you have the right to grant us the rights and licenses set forth in Section 14 of this Agreement;
(b) reveals trade secrets, unless you own them, or you are the valid licensee to such materials, and you have the right to grant us the rights and licenses set forth in Section 14 of this Agreement;
(c) infringes on any other intellectual property rights of others or on the privacy or publicity rights of others;
(d) is unlawful, obscene, indecent, sexually explicit, threatening, harmful, defamatory, threatening, harassing, abusive, hateful, slanderous or embarrassing to any other person or entity or refers negatively to people or groups on the basis of their race, ethnicity, national origin, religion, sexual preference, orientation, or identity, gender, class, disability, or similar characteristics;
(e) contains false statements or misrepresentations that could damage you, us or a third party;
(f) constitutes advertisements or solicitations of business, surveys, contests, chain letters or pyramid schemes;
(g) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or information; or
(h) otherwise restricts any person from using the Services, or, in our sole judgment, exposes us, users, or any other third party to any liability, damages, harm, or detriment of any type.
You further agree not to:
(a) impersonate any person or entity or otherwise use any incomplete, false or inaccurate biographical information 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;
(b) delete or revise any material or other information of any other user of the Services;
(c) harvest, collect, or send information about others, including e-mail addresses, without their consent;
(d) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of one or more of the Services;
(e) 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 philadelphiaeagles.com;
(f) use or attempt to use any engine, software, tool, agent or other device or mechanism (including, 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;
(g) allow any other person or entity to use your username or password for posting or viewing comments or sending or receiving materials; or
(h) attempt to circumvent, reverse engineer, decipher, decompile, disassemble, decrypt, or otherwise alter or interfere with (or attempt, encourage, or support anyone else's attempt to engage in such activities) any of the software comprising or in any way making up a part of the Services.
You further agree not to violate or attempt to violate the security of the Service, including:
(a) accessing data not intended for you or logging into a server or account that you are not authorized to access;
(b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
(c) attempting to interfere with service to any user, host or network, including, by way of submitting a virus to, or overloading, "flooding", "spamming", "mail bombing" or "crashing", the Services;
(d) sending unsolicited e-mail, including promotions or advertising of products or services; or
(e) forging any TCP/IP packet header or any part of the header information in any e-mail or posting. Violations of system or network security may result in civil or criminal liability.
We may investigate occurrences that may involve violations of the security of the Services or of the law and we may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
14. User Content and Communications
content created by you based on, derived from, or incorporating existing content we own or license (e.g., through a mash-up offering) ("Eagles Derived Content"), which Eagles Derived Content we retain full ownership of; you hereby assign to us all right, title and interest throughout the world in and to all Eagles Derived Content). However, by submitting or posting User Content, to or through the Services, you grant us a world-wide, royalty free, perpetual, irrevocable, non-exclusive and freely sublicenseable right (through multiple tiers), including any moral rights, and license to use, reproduce, improve, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit User Content anywhere, for any purpose, whether commercial or non-commercial, and in any form, media or technology now known or later developed. No compensation will be paid with respect to any use of User Content by us or our licensees. We are free to use any ideas, concepts, know-how, or techniques contained in User Content for any purpose whatsoever including, developing, manufacturing, and marketing products using User Content. We are under no obligation to maintain any User Content and may remove User Content at any time in our sole discretion.
By posting or submitting User Content to the Services, you also represent and warrant that you own or otherwise control all of the rights to such User Content, and that use of such User Content by us or any of our sublicensees will not infringe or violate the rights of any third party or any applicable law.
If you are under the age of 13, you may not submit, post, or add User Content to the Services. If you are under the age of majority in your jurisdiction of residence but at least 13 years of age, subject to any applicable sweepstakes, contest, or other supplemental terms, you may provide User Content but only with the permission of, and under the supervision of, a parent or legal guardian. If you are a parent or legal guardian agreeing to this Agreement for the benefit of an individual between the ages of 13 and the age of majority in your jurisdiction of residence, please be advised that you are fully responsible for their User Content and any legal liability that he, she or they may incur. We reserve the right (but do not have the obligation) to review, edit, refuse to post or to remove any of User Content, in whole or in part at any time and to terminate your ability to post User Content to the Services at any time, without notice, in our sole discretion.
Although we may maintain technical logs concerning your use of the Services, we do not routinely monitor User Content. You agree that we may not be held responsible for User Content and that we are free to, but not obligated to, monitor them. Despite your agreement that we are not required to monitor User Content, if we become aware of any User Content that we believe to violate this Agreement or to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, we may -- but are not required to -- act in good faith to restrict access to or availability of such User Content. We may also take steps to terminate your access to the Services or take other appropriate steps, including, initiating, or assisting in legal action.
If you become aware of any content on the Services that you believe to be objectionable or to violate this Agreement, or that you believe may cause injury to yourself, us, or any third party, you should notify us of such content immediately by contacting the Eagles at firstname.lastname@example.org. Even if you notify us of such content that you believe to be objectionable, you agree that we will not be obligated to take any particular steps, or any steps at
all, in response to your notification. You agree that your notification under this paragraph will create no duty on our part to you or to any third party, and that we may not be held liable for any action that we take, or for our inaction, after you provide us with notification.
15. Procedure For Submitting Notices of Intellectual Property Infringement DMCA Notices of Copyright Infringement
The Eagles respect the intellectual property rights of others and takes intellectual property concerns seriously. The Eagles reserves the right to remove any content from its Services for any reason, including if it infringes the copyright of any person under the laws of the United States. Under the appropriate circumstances, The Eagles will, and expressly reserves the right to, disable or terminate the accounts of users who are repeat copyright infringers.
Pursuant to Title 17, United States Code, § 512(c)(2)–(3) if you believe in good faith that your copyrighted work has been used on the Services in a way that constitutes copyright infringement, please provide our DMCA Agent with a written communication by sending written notice by
U.S. Mail to Philadelphia Eagles, c/o Digital, DMCA Notice, One NovaCare Way, Philadelphia, PA 19145 (Phone: 215-463-2500; Fax: 215-339-6760) or by email to email@example.com (Please include "DMCA Notice of Infringement" in the subject line). Please include the following information set forth below:
(1) Identification of the copyrighted work claimed to have been infringed. The Eagles asks that if the work is registered, please include the copyright registration number or a copy of the registration certificate; if the work is unregistered, please include a screenshot or detailed description of the work.
(2) Identification of the allegedly infringing material that is requested to be removed and where it is located on the Services. The Eagles asks that you provide a hyperlink to the allegedly infringing material on the Services and describe how the allegedly infringing material infringes your work.
(3) Your name, address, and daytime telephone number, and an e-mail address, if available, so that we may contact you if necessary.
(4) A statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
(5) A statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive copyright right that is allegedly infringed.
(6) A statement acknowledging that the Eagles may provide a copy of the submitted notice of infringement, including any contact information contained therein, to the user who posted the allegedly infringing content.
(7) An electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
DMCA Agent for Notices of Infringement Only: The foregoing information is provided exclusively for notifying the Eagles that your copyrighted or material may have been infringed. Only DMCA notices of copyright infringement will be addressed through this process. If you believe your trademark is being infringed, please see the below instructions for submitting a trademark infringement notice.
NOTICES OF TRADEMARK INFRINGEMENT
The Eagles respect the intellectual property rights of others and takes intellectual property concerns seriously. The Eagles reserve the right to remove any content from its Services for any reason, including if it infringes the trademark rights of any person under the laws of the United States. Under the appropriate circumstances, the Eagles will, and expressly reserves the right to, disable or terminate the accounts of users who are repeat trademark infringers.
If you believe in good faith that any content on the Services violates or infringes your trademark rights, please submit a Notice of Trademark Infringement to the Eagles 's DMCA Agent (with the subject line "Trademark Notice") containing the information set forth below:
(a) Complete contact information, including first and last name, mailing address, phone number, and email address.
(b) Identification of the specific word, name, symbol, or device, or combination thereof in which you claim trademark rights.
(c) Identification of the basis for your claim of trademark rights (e.g., federal registration, state registration), including the registration number or a copy of the registration certificate, if applicable.
(d) The country, territory, or jurisdiction in which you claim trademark rights.
(e) The category of goods or services for which you claim you are entitled to trademark rights.
(f) A hyperlink, screenshot, or other information reasonably sufficient to permit us to locate the material on the Services that you believe violates your trademark rights.
(g) An explanation of how you believe this content infringes your trademark.
(h) If you are not the owner of the trademark, an explanation of your relationship to the owner (e.g., attorney, authorized agent).
(i) A declaration that:
(1) You have a good faith belief that use of the trademark described above, in the manner you have complained of, is not authorized by the trademark owner, its agent, or the law;
(2) The information in your notice is accurate to the best of your knowledge and belief;
(3) You are the owner of the trademark allegedly infringed, or are authorized to act on behalf of the owner of that trademark.
(4) Your electronic signature or physical signature.
Claims of trademark infringement that include the above-required information should be submitted via e-mail or postal mail to the Eagles 's DMCA Agent as follows:
Philadelphia Eagles NovaCare Complex One NovaCare Way Philadelphia, PA 19145 Attn: DMCA Agent 215-463-2500 (phone)
firstname.lastname@example.org (Please include "Trademark Notice" in the subject line).
Agent for Notices of Infringement Only: The foregoing information is provided exclusively for notifying the Eagles that your trademark may have been infringed. Only notices of trademark infringement will receive a response through this process. Notices of infringement that do not contain all the required information (as described above) may not receive a response.
Please be aware that submitting a report of intellectual property infringement is a serious matter with potential legal consequences. For example, intentionally submitting a misleading or fraudulent report with respect to copyright infringement may lead to liability for damages under 17 U.S.C. § 512(f), or similar laws in other countries. Before submitting a notice of infringement, be sure to consider whether fair use or a similar exception to copyright or trademark law may apply to the use. If you are unsure whether the content you are considering reporting infringes your rights, you may wish to seek legal guidance before submitting a notice of infringement. Do not submit a notice of infringement unless you are the owner of the copyrighted material or trademark that you believe is being infringed, or an agent authorized to act on the owner's behalf.
17. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS." WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SERVICES, INCLUDING ANY PART THEREOF, OR ANY WEB SITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SERVICES. WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND (vi) WARRANTIES RELATING TO PRIVACY OR SECURITY OF THE SERVICES OR OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY US OR ANY THIRD PARTY. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, THAT THE INFORMATION PROVIDED THROUGH THE SERVICES WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION. ANY INFORMATION ON THE SERVICES IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR THESE CHANGES, INCLUDING CHANGES TO PRICES.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING ANY SERVICE OR ANY ASPECT OF A SERVICE, INCLUDING ANY AGENTS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS, OR ANY WEB SITE LINKED TO OR FROM A SERVICE, BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICE) ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, YOUR ACCESS, USE OR INABILITY TO USE THE
SERVICES OR ANY WEB SITE LINKED TO OR FROM THE SERVICES, ANY CONTENT CONTAINED THEREIN, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE EVEN IF WE OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WE RESERVE THE RIGHT TO ALTER THE CONTENT OF THE SERVICES IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH ALTERATIONS. THE LIMITATIONS IN THIS SECTION 18 APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION ARISING UNDER THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100.00).
ANY THIRD PARTIES INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE, INCLUDING ANY AGENTS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS SHALL BE DEEMED THIRD PARTY BENEFICIARIES FOR PURPOSES OF THIS SECTION 18.
Upon our request, you agree to indemnify and hold harmless us, and our subsidiaries, affiliates, directors, officers, agents, licensors, co-branders or other partners and employees, from and against all liabilities, claims, investigations, fines, costs and expenses, including reasonable attorneys' fees, made by or due to any third party due to, arising out of, or in connection with: (i) any User Content that you submit, post to or transmit through the Services; (ii) your use of the Services; (iii) your online conduct in connection with the Services; (iv) your use of any Modular Content; (v) your violation of this Agreement or your violation of any rights of another; (vi) your failure to comply with any applicable laws or regulations in connection with the Services; (vii) your negligence, willful misconduct, or violations of the intellectual property or other rights of any person in connection with the Services; or (viii) any of your dealings or transactions with other persons resulting from use of the Services. You shall not settle any such claim without the prior written consent of the Eagles. We reserve the right to defend any such claims and, for clarity, you agree to reimburse us for all liabilities, fines, costs and expenses associated with defending against and resolving any such claims. These obligations will survive any termination of this Agreement.
20.1. Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflict of law rules. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories, or
20.2. Choice of Law: Arbitration and Class Action Waiver
DISPUTES IN COURT BEFORE A JUDGE OR JURY. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator's award.
ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR THE EAGLES WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A
REPRESENTATIVE CAPACITY. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
All disputes arising under this Agreement that cannot be settled through informal negotiation will be settled exclusively through confidential binding arbitration in accordance with the Consumer Arbitration Rules of the American Arbitration Association. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, validity, scope, applicability, or enforceability of this binding arbitration agreement. The arbitrator's award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that the Eagles may seek any interim or preliminary relief from a court of competent jurisdiction in Pennsylvania necessary to protect its rights or property pending the completion of arbitration.
To the maximum extent permitted by law, you and the Eagles permanently and irrevocably waive the right to bring any claim in any forum unless the party bringing the claim provides the other party with written notice of the dispute within one (1) year of its occurrence by certified
U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail. The Eagles's address for Notice is: Attn: Legal Department, Philadelphia Eagles, LLC, NovaCare Complex, One NovaCare Way, Philadelphia, PA 19145. The written notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought.
Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 20.2 within 30 days after the date that you agree to this Agreement by sending a letter to Attn: Legal Department – Arbitration Opt-Out, Philadelphia Eagles, LLC, NovaCare Complex, One NovaCare Way, Philadelphia, PA 19145 that specifies: your full legal name, your email address (if applicable, the email address associated with any registration for the Services), and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once the Eagles receives your Opt-Out Notice, this Section 20.2 will be void. The remaining provisions of this Agreement will not be affected by your Opt-Out Notice.
21. United States Jurisdiction
The Services are operated out of the United States of America. We do not represent that content or materials presented on the Services are appropriate (or, in some cases, will be available) for use in other locations. If you access the 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 Services.
22. Severability and Integration
This Agreement constitute the entire agreement between you and us and governs your use of the Services, superseding any prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. This Agreement may be modified only by our posting on the Services changes to this Agreement, or by a subsequent writing signed by us.
23. No Waiver
Our failure to enforce any provisions of this Agreement or to respond to a breach by you or other parties shall not in any way waive our right to enforce subsequently any terms or conditions of this Agreement or to act with respect to similar breaches.
24. No Professional Advice
Any information supplied by any of our employees or agents, whether by telephone, e-mail, letter, facsimile, or other form of communication, is intended solely as general guidance on the use of the Services, and does not constitute legal, tax, accounting, or other professional advice. Individual situations and state laws vary and users are encouraged to obtain appropriate advice from qualified professionals in the applicable jurisdictions. We make no representations or warranties concerning any course of action taken by any person following or otherwise using the information offered or provided within or through the Services, and we will not be liable for any direct, indirect, consequential, special, exemplary, or other damages that may result, including economic loss, injury, illness, or death.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Services. Nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
For purposes of this Agreement, (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive (e.g., for a list of two alternatives, "or" means either of those alternatives or both alternatives); (c) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and
(d) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections and schedules mean the sections of, the schedules referenced and this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation and any regulations created.
The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
We reserve the right, in our sole discretion, to terminate this Agreement, any licenses herein or your access to all or part of the Services, with or without notice and with or without cause, at any time. Termination of your access to the Services means the revocation of the limited and temporary license and permission to use the software and other resources of the Services we may be granting to you under this Agreement. The provisions of this Agreement will survive the termination of your access to the Services and of this Agreement. In addition, because the license you grant to us in User Content is perpetual, termination of this Agreement does not terminate our license to use User Content as described elsewhere in this Agreement.
At our option, we may give notices to users of the Services by posting a message on the Service, by electronic mail or by any other means by which users obtain actual knowledge thereof. Any notices you give to us must be by conventional mail or to the Eagles at email@example.com. Any notice by you to us will not change the terms of this Agreement unless the change is expressly accepted in writing by one of our authorized officers.
30. Notice to California Consumers
Under California Civil Code Section 1789.3, California users of the Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Please report any violations of this Agreement to the Eagles at firstname.lastname@example.org