CBSSPORTS.COM FANTASY PLATFORM TERMS OF SERVICE


Effective Date: January 16, 2012.

Updated: January 30, 2012.



CBS Interactive Inc. ("CBSi") makes available to you ("you" or "your") the CBSSports.com Fantasy Platform (as defined herein), subject to these terms of service ("TOS"), which may be updated by CBSi from time to time without notice to you. It is important for you to refer to this TOS from time to time to make sure that you are aware of any additions, revisions, or modifications that CBSi may have made to this TOS. You can review the most current version of the TOS at any time at the following universal resource locator http://developer.cbssports.com/documentation/terms-of-service.


1. Definitions.


"API" means the Application Protocol Interface made available to you in connection with the Platform.

"Application(s)" or "App(s)" or "app(s)" means any application(s) developed by you in connection with the Platform. For avoidance of doubt, your Application(s) shall not include any portion or derivative work, of the Fantasy Platform or other CBSi or third party software or other intellectual property provided by or for CBSi.

"Application End User" means an end user of the Application.

"Authorized Developer" means a person or entity that has successfully registered with CBSi to establish an account permitting access to the CBSSports.com Fantasy Platform, provided such account remains in good standing with CBSi.

"Application Requirements" means the Application requirements set forth at the following universal resource locator http://developer.cbssports.com/documentation/getting-started#application_requirements and incorporated herein by reference, as updated from time to time in the sole and exclusive discretion of CBSi.

"Application Review Process" means the Application Review process set forth at the following universal resource locator http://developer.cbssports.com/documentation/getting-started#application_review_process and incorporated herein by reference, as updated from time to time in the sole and exclusive discretion of CBSi.

"CBSi Acceptable Use Policy" means the CBSi Acceptable Use Policy available at the following universal resource locator http://developer.cbssports.com/documentation/getting-started#acceptable_use_policy and incorporated herein by reference, as updated from time to time in the sole and exclusive discretion of CBSi.

"CBSi API rules" means the API rules and restrictions available at the following universal resource locator http://developer.cbssports.com/documentation/api-rules and incorporated herein by reference, as updated from time to time in the sole and exclusive discretion of CBSi

"CBSi Brand Guidelines" means the trademark/logo/brand guidelines available at the following universal resource locator http://developer.cbssports.com/documentation/brand-guidelines and incorporated herein by reference, as updated from time to time in the sole and exclusive discretion of CBSi.

"CBSi UX Guidelines" means the Application user experience guidelines available at the following universal resource locator http://developer.cbssports.com/documentation/ux-guidelines and incorporated herein by reference, as updated from time to time in the sole and exclusive discretion of CBSi

"CBSi Confidential Information" means all information disclosed by CBSi to you, including without limitation, trade secrets, any nonpublic information relating to CBSi's product plans, designs, ideas, concepts, costs, prices, finances, marketing plans, business opportunities, personnel, research, development or know-how and any other nonpublic technical or business information of CBSi, or other information designated as confidential information by CBSi. Without limiting the generality of the foregoing, the following information will be deemed to be Confidential Information of CBSi, even if not expressly so marked or identified: User Data, the capabilities, technical descriptions and source code (if any) relating to CBSi's released or unreleased software products or services; the marketing and promotion plans of each CBSi's products or services; CBSi's financial information and business practices or policies; and CBSi's customer lists and customer information.

"CBSi Fantasy Sports Data" means all fantasy sports data, information and materials CBSi makes available to you via the API.

"CBSi Logos" means the CBSi logos identified at the following universal resource locator http://developer.cbssports.com/documentation/brand-guidelines, as updated from time to time in the sole and exclusive discretion of CBSi.

"CBSi Privacy Policy" means the privacy policy available at the following universal resource locator http://cbsiprivacy.custhelp.com/app/answers/detail/a_id/1265.

"CBSi Terms of Use" means the terms of use available at the following universal resource locator http://cbsitou.custhelp.com/app/answers/detail/a_id/1320/.

"CBSSports.com" means the Web site owned and operated by CBSi and available on the domain "CBSSports.com" or other successor domain as designated in the sole and exclusive discretion of CBSi.

"CBSSports.com End Users" means end users of CBSSports.com.

"CBSSports.com Fantasy Platform" or "Fantasy Platform" means the Platform, the API and the CBSi Fantasy Sports Data, as applicable.

"CBSSports.com Fantasy Platform Product Description" means the CBSSports.com Fantasy Platform product description available at the following universal resource locator http://developer.cbssports.com/documentation/getting-started and incorporated herein by reference, as updated from time to time in the sole and exclusive discretion of CBSi.

"Clickstream Data" means Data about an Application End User collected using Cookies that identifies the Application End User and the Application End User's online activity, including details of pages or objects on a website or series of websites that the Application End User has clicked on, the content viewed by the Application End User, searches conducted by the Application End User, and the Application End User's response to campaign ads, as applicable.

"Commercial Terms" means the commercial terms available at the following universal resource locator http://developer.cbssports.com/documentation/getting-started#commercial_terms, as updated from time to time in the sole and exclusive discretion of CBSi.

"Cookie(s)" means any cookie, pixel, beacon, or similar Internet tracking mechanism.

"Data" means any data or information, in any form or format, including interim, processed, compiled, summarized, or derivative versions of such data or information that may exist in any system, database, Token, or record.

"Developer Logos" means the logos you provide CBSi in connection with your Application or otherwise integrated by you in your Application.

"FAQ" means the frequently asked question list in connection with the CBSSports.com Fantasy Platform available at the following universal resource locator https://cbssportsdevcenter.custhelp.com/app/answers/list, as updated from time to time in the sole and exclusive discretion of CBSi.

"License Period" means the period of time commencing on the date you become an Authorized Developer and running through the date the earlier of, (i) CBSi terminates your status as an Authorized Developer and/or your Authorized Developer account or (ii) you close or abandon your Authorized Developer account.

"Platform" means the fantasy sports open computing environment available on CBSSports.com.

"Processing" means, with respect to User Data, to collect, access, use, process, disclose, transmit, transfer, store, or retain such User Data.

"Security Incident" means: (i) the loss or misuse (by any means) of User Data; (ii) the inadvertent, unauthorized, and/or unlawful Processing, manipulation, alteration, corruption, sale, rental, or destruction of User Data; or (iii) any other act or omission that compromises or may compromise the security, confidentiality, or integrity of User Data.

"Service Level Agreement" means the service level agreement available at the following universal resource locator http://developer.cbssports.com/documentation/getting-started#service_level_agreement, as updated from time to time in the sole and exclusive discretion of CBSi.

"Token" means the set of Data provided to you by CBSi for purposes of authenticating the Application End User.

"User Data" means any Data that can be attributed to an Application End User or an Application End User's computer or device, in any medium or format, including, without limitation, Clickstream Data, Cookies, IP addresses, Token, or any other identifiers, and to the extent provided or collected, any Application End User's personally identifiable information, such as a name, mailing address, phone number, fax number, email address, Social Security number, or credit card data.



2. CBSSports.com Fantasy Platform.


The CBSSports.com Fantasy Platform, including, without limitation, the Platform, the APIs and CBSi Fantasy Sports Data are described in the CBSSports.com Fantasy Platform Product Description, which may be updated by CBSi from time to time without notice to you. It is important for you to refer to the CBSSports.com Fantasy Platform Product Description from time to time to make sure that you are aware of any additions, revisions, or modifications that CBSi may have made to the CBSSports.com Fantasy Platform Product Description. For additional information, assistance, questions or other inquiries in connection with the CBSSports.com Fantasy Platform, please refer to our online FAQ.



3. Application Rules.


Application Review Process. Your submitted Application will be subject to the Application Review Process, which may be updated by CBSi from time to time without notice to you. It is important for you to refer to the Application Review Process from time to time to make sure that you are aware of any additions, revisions, or modifications that CBSi may have made to the Application Review Process. Please be advised that: (i) CBSi may accept or reject your Application as determined in it sole and exclusive discretion; and (ii) no Application will be made available to CBSSports.com End Users without the prior approval of CBSi.

Application Requirements. Your Application must comply with the current Application Requirements, which may be updated by CBSi from time to time without notice to you. It is important for you to refer to the Application Requirements from time to time to make sure that you are aware of any additions, revisions, or modifications that CBSi may have made to the Application Requirements.

Application Commercial Terms. You acknowledge and agree that your Application, if approved by CBSi and made available on the CBSSports.com Fantasy Platform, shall be subject to the Commercial Terms, which may be updated by CBSi from time to time without notice to you. It is important for you to refer to the Commercial Terms from time to time to make sure that you are aware of any additions, revisions, or modifications that CBSi may have made to the Commercial Terms.

CBSi API Rules. Your Application and your use of the API must comply with the current CBSi API Rules, which may be updated by CBSi from time to time without notice to you. It is important for you to refer to the CBSi API Rules from time to time to make sure that you are aware of any additions, revisions, or modifications that CBSi may have made to the CBSi API Rules.

CBSi UX Guidelines. Your Application must comply with the current CBSi UX Guidelines, which may be updated by CBSi from time to time without notice to you. It is important for you to refer to the CBSi UX Guidelines from time to time to make sure that you are aware of any additions, revisions, or modifications that CBSi may have made to the CBSi UX Guidelines.

CBSi Privacy Policy. Your Application must be designed to permit CBSi to comply with it's Privacy Policy, which may be updated by CBSi from time to time without notice to you. Each Application(s) made available to Application End Users shall be made available to Application End Users subject to the CBSi Privacy Policy.

CBSi Terms of Use. Each Application(s) made available to Application End Users shall be made available to Application End Users subject to the CBSi Terms of Use. CBSi may update, modify or revise the CBSi Terms of Use as determined in its sole and exclusive discretion.

No Contests or Sweepstakes. The Application(s) shall not offer any contests, sweepstakes or games of chance of any kind or give away any prizes or rewards of any kind.

Hosting of Application(s) . The Application(s) will reside completely on servers owned or controlled by you and you will have the responsibility for hosting and serving the Application(s). You shall host the Application(s) in accordance with the Service Level Agreement, which may be updated by CBSi from time to time without notice to you. It is important for you to refer to the Service Level Agreement from time to time to make sure that you are aware of any additions, revisions, or modifications that CBSi may have made to the Service Level Agreement.

Back End Support. You will provide to CBSi backend email and telephone consultation requested by CBSi in connection with the use and operation of your Application(s) or any problems therewith. You shall promptly respond to all consultation requests by CBSi and will promptly resolve all issues with your Application(s). Your obligations hereunder shall not affect any other liability which you may have to CBSi.

CBSi Acceptable Use Policy. You acknowledge and agree that your Application(s) shall comply with the CBSi Acceptable Use Policy, which may be updated by CBSi from time to time without notice to you. It is important for you to refer to the CBSi Acceptable Use Policy from time to time to make sure that you are aware of any additions, revisions, or modifications that CBSi may have made to the CBSi Acceptable Use Policy.

CBSi Brand Guidelines. You acknowledge and agree that all use of the CBSi Logos shall comply with the CBSi Brand Guidelines, which may be updated by CBSi from time to time without notice to you. It is important for you to refer to the CBSi Brand Guidelines from time to time to make sure that you are aware of any additions, revisions, or modifications that CBSi may have made to the CBSi Brand Guidelines.

No Collection of Personally Identifiable Information. You may not collect any personally identifiable information from Application End Users.

Financial Transactions. You acknowledge and agree that any and all financial transactions in connection with your Application shall be handled by CBSi, including, without limitation, fees or charges to access or subscribe to your Application. You may not collect any financial data for Application End Users, nor charge any fees or charges for Application End Users' use of the Application(s) or otherwise engage in any financial transactions of any kind with Application End Users.

No Traffic Leakage. The Application(s) shall not have any links or other features which permit Application End Users to link anywhere except: (i) to other pages of the Application(s) (i.e., only internal Application(s) navigation shall be permitted); and/or (ii) external pages approved by CBSi in the Application Review Process; and/or (iii) back to CBSSports.com.

Authentication. You shall ensure that all Application End Users are authenticated as having the right to access your Application, as applicable.



4. License and Proprietary Rights.


Platform License. During your License Period, CBSi hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable copyright license to internally use the Platform solely in connection with the development of your Application(s), subject to the terms and conditions of this TOS.

API License. During your License Period, CBSi hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable copyright license to use the API solely to allow your Application(s) to communicate directly with CBSSports.com, subject to the terms and conditions of this TOS.

CBSSports.com License. During your License Period, CBSi hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable copyright license to distribute your Application to CBSSports.com End Users, subject to the terms and conditions of this TOS.

CBSi Fantasy Sports Data License. During your License Period, CBSi hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable data/copyright license to internally use the CBSi Fantasy Sports Data solely in connection with making your Application(s) available to Application End Users, subject to the terms and conditions of this TOS. In the event that CBSi determines, in its sole and exclusive discretion, that all or part of the CBSi Fantasy Sports Data published on your Application, exposes, or may expose you and/or CBSi to any liability pursuant to this TOS or otherwise, CBSi may notify you to remove such CBSi Fantasy Sports Data from your Application as instructed by CBSi and you will immediately remove such CBSi Fantasy Sports Data.

CBSi Logos. CBSi hereby grants to you, during your License Period, a non-exclusive limited, non-transferable, non-sublicensable trademark license to use the CBSi Logos solely in connection with your promotion of your Application available on the CBSSports.com Fantasy Platform, provided that all such use is in accordance with the Brand Guidelines and the terms and conditions of this TOS. Nothing contained in this TOS shall be construed to vest in you any right, title or interest in or to the CBSi Logos or in the goodwill now or hereafter associated therewith. Any and all goodwill associated with or identified by the CBSi Logos shall inure directly and exclusively to the benefit of CBSi. Such license shall terminate immediately upon the earlier of any expiration or earlier termination of your License Period or this TOS. All rights not expressly granted herein are reserved to CBSi. In the event that CBSi determines, in its sole and exclusive discretion, that your use of CBSi Logos is in violation of the Brand Guidelines or is otherwise objectionable to CBSi, CBSi may notify you to remove any or all CBSi Logos from your Application as instructed by CBSi and you will immediately remove such CBSi Logos.

Proprietary Rights. You acknowledge and agree that CBSi owns and shall retain all rights, title and interest in and to the CBSi Logos, the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and the CBSi Fantasy Sports Data and CBSSports.com, including, without limitation, all copies thereof and all rights to patents, copyrights, trademarks, service marks, trade secrets and other intellectual property rights inherent therein and appurtenant thereto. Upon the expiration or earlier termination of your License Period, all rights to the CBSi Logos, the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and the CBSi Fantasy Sports Data and CBSSports.com granted to you hereunder shall terminate and automatically revert to CBSi and you shall immediately discontinue the use of the CBSi Logos, the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API, the CBSi Fantasy Sports Data and CBSSports.com and thereafter shall no longer use or have the right to use the CBSi Logos, the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and the CBSi Fantasy Sports Data and CBSSports.com.

Restrictions. Nothing in this TOS 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 this TOS 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 CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and/or the CBSi Fantasy Sports Data or otherwise rent, sell, lease, loan, transfer, assign, broadcast, sublicense, distribute or allow access to the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and/or the CBSi Fantasy Sports Data. You agree that you will not charge any person or entity to view, listen, and play or otherwise access any CBSi Fantasy Sports Data. The CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and the CBSi Fantasy Sports Data and CBSSports.com is/are protected by intellectual property rights pursuant to U.S. laws, international conventions and other laws, and all copyright, patent, trade secret and other intellectual property rights are owned or controlled by CBSi. You will abide by any and all additional notices (including, without limitation, copyright notices), information, or restrictions contained in the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and the CBSi Fantasy Sports Data and CBSSports.com or as CBSi otherwise may impose from time to time. Moreover, you agree that you will not remove any proprietary notices or labels contained in or on the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and the CBSi Fantasy Sports Data and/or CBSSports.com. 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, the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and the CBSi Fantasy Sports Data and/or CBSSports.com.

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 CBSi Logos and/or the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API, User Data and the CBSi Fantasy Sports Data and/or CBSSports.com or take any action whatsoever in derogation of CBSi's rights therein or in breach of any terms and conditions contained in this TOS. You acknowledge and agree that you will not acquire or claim any rights in the CBSi Logos and/or the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and the CBSi Fantasy Sports Data and/or the CBSSports.com or aid or abet anyone else in doing so.

Reservation of Rights. Any and all rights to use the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API, User Data and the CBSi Fantasy Sports Data and/or CBSSports.com not expressly granted to you under this TOS are hereby reserved for CBSi. Nothing contained in this TOS will affect, impair, or limit in any way CBSi's rights to exploit fully any or all of the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and the CBSi Fantasy Sports Data and/or CBSSports.com.

No License to CBSi Trademarks. Except as expressly provided herein with respect to the CBSi Logos, nothing in this TOS 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 parent, subsidiaries or affiliates, in any manner whatsoever.

Application License and Proprietary Rights. During your License Period, you hereby grant to CBSi a license to use your Application solely in connection with making your Application available to CBSSports.com End Users. CBSi acknowledges and agrees that you own and shall retain all rights, title and interest in and to your Application (expressly excluding the Fantasy Platform, the CBSi Logos, the User Data and any other content, information or material made available to you hereunder), including, without limitation, all copies thereof and all rights to patents, copyrights, trademarks, service marks, trade secrets and other intellectual property rights inherent therein and appurtenant thereto. Upon the expiration or earlier termination of your License Period, all CBSi rights to your Application granted to CBSi hereunder shall terminate and automatically revert to you and CBSi shall immediately discontinue the use of your Application and thereafter shall no longer use or have the right to use your Application.

Developer Logos. During your License Period, you hereby grant to CBSi a royalty free non-exclusive limited, non-transferable, non-sublicensable trademark license to use your Developer Logos in connection with the promotion of your Application available on the CBSSports.com Fantasy Platform and/or the CBSSports.com Fantasy Platform. Except in accordance with the foregoing, nothing contained in this TOS shall be construed to vest in CBSi any right, title or interest in or to your Developer Logos or in the goodwill now or hereafter associated therewith. Any and all goodwill associated with or identified by your Developer Logos shall inure directly and exclusively to the benefit of you. Such license shall terminate immediately upon the earlier of any expiration or earlier termination of your License Period or this TOS. All rights not expressly granted herein are reserved to you.

Rights and Clearances. You shall be responsible (at your sole cost and expense) for all legal clearance and for obtaining any necessary signed releases, consents, licenses and clearances for all persons appearing in, and all persons and entities otherwise licensing, granting or contributing rights, footage, materials or services in connection with your Application, including, without limitation, necessary releases for all persons performing on camera or whose voices are distinctly audible therein, all location releases, intellectual property (e.g. logos, trademark, copyright) releases, consents and licenses, clip licenses, music licenses (including for the purpose of clarification synchronization and master licenses) and music cue sheets to allow CBSI to exploit your Application as contemplated herein. To the extent licensed music appears in your Application, you agree to deliver music cue sheets to CBSI upon request by CBSI.



5. User Data.


User Data Collection. During your License Period, CBSi grants to you a royalty-free, non-exclusive, non-transferable, limited, revocable, worldwide license to Process User Data, solely in connection with performance of your obligations under this TOS with respect to making your Application available to Application End Users, subject to the terms and conditions of this TOS. You shall at all times Process User Data in compliance with CBSi's then-current security, privacy policy, end user agreement, and other applicable requirements including any data protection legislation in force in your jurisdiction. You will also keep a record of any User Data Processing undertaken. CBSi is solely responsible for the creation, publishing, and management of all such requirements. The improper or unauthorized integration of a Cookie, or the improper or unauthorized Processing of User Data, will be considered a material breach of this TOS and a Security Incident.

Requests and Removal. CBSi may require you to remove or manipulate your Cookies at any time as directed by CBSi and you shall comply with such requirement as soon as possible but in all events within two (2) hours. You shall promptly comply with any requests from CBSi requiring you to amend, transfer or delete User Data.

Proprietary Rights and Segregation of User Data. User Data is the proprietary and Confidential Information of CBSi. Accordingly, you will segregate all User Data from all third party Data and/or your Data. Failure to implement appropriate procedures to segregate User Data from third party Data and/or your Data will be considered a material breach of this TOS and a Security Incident. For the avoidance of doubt, except in connection with your obligations hereunder, you will not edit, modify, create derivative works from, create combinations or compilations of, combine, associate, synthesize, reproduce, license, sublicense, display, distribute, disclose, or otherwise Process User Data.

Audits of Processes. You will at any time, upon CBSi's written request, provide CBSi or CBSi's representatives the right to audit your business processes and practices that involve the Processing of User Data.

Security Incidents. You will provide CBSi with immediate written notice of all Security Incidents. Following any Security Incident, you will consult with CBSi in good faith regarding remediation steps that may be necessary and reasonable. You will undertake remediation steps yourself for a Security Incident at your sole cost and expense.

Requests and Complaints. If you receive any complaint, notice or communication which relates directly or indirectly to the processing of User Data or to compliance with applicable data protection legislation, you shall immediately notify CBSi and you shall provide CBSi with full co-operation and assistance in relation to any such complaint, notice or communication.

Employees and Subcontractors. You shall ensure that access to User Data is limited to those employees who need access to the User Data to meet your obligations under these TOSs. You shall ensure that such employees are informed of the confidential nature of the User Data. No subcontractors may be engaged to process User Data on your behalf without CBSi's prior written consent.

User Data Reporting. You shall provide CBSi all User Data collected for each month on or before the 5th business day of each following month in a format designated by CBSi. Upon the expiration or earlier termination of your License Period, you shall provide CBSi all collected User Data within five (5) business days of the expiration or earlier termination of your License Period.



6. Confidential Information.


Limited Use and Non-Disclosure. You agree that you will: (i) not disclose, without CBSi's prior written consent, CBSi Confidential Information to any third party; (ii) use CBSi Confidential Information only to the extent necessary to perform your obligations or exercise your rights under this TOS; (iii) disclose CBSi Confidential Information only to those of your employees who need to know such information for purposes of this TOS and who are bound by confidentiality obligations no less restrictive than set forth in this TOS; and (iv) protect all CBSi Confidential Information of CBSi from unauthorized use, access, or disclosure in the same manner as you protect your own confidential information of a similar nature, and in no event with less than reasonable care.

Judicial Process. If you receive notice that you may be required or ordered to disclose any CBSi Confidential Information in connection with legal proceedings or pursuant to a subpoena, order or a requirement or an official request issued by a court of competent jurisdiction or by a judicial, administrative, legislative, regulatory or self regulating authority or body, you shall cooperate with CBSi to seek confidential treatment of such CBSi Confidential Information and shall use your best efforts to give CBSi sufficient prior written notice in order to contest such requirement or order. Nothing herein shall be construed to impose any obligation to disclose any CBSi Confidential Information. If any other CBSi Confidential Information must be disclosed in connection with legal proceedings or pursuant to a subpoena, order or a requirement or an official request issued by a court of competent jurisdiction or by a judicial, administrative, legislative, regulatory or self regulating authority or body, you shall: (i) first give written notice of the intended disclosure to CBSi, within a reasonable time prior to the time when disclosure is to be made; (ii) consult with CBSi on the advisability of taking steps to resist or narrow such request; and (iii) if disclosure is required or deemed advisable, cooperate with CBSi in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of the CBSi Confidential Information or otherwise be held in the strictest confidence to the fullest extent permitted under the laws, rules or regulations of any other applicable governing body.

Equitable Remedies. You acknowledge that the unauthorized disclosure or use of CBSi Confidential Information could cause irreparable harm and significant injury, the precise measure of which may be difficult to ascertain. Accordingly, you agree that CBSi shall have the right to seek injunctive relief from any breach of the confidentiality obligations of this TOS, in addition to all other rights and remedies to which it may have. You agree that CBSi has and shall retain ownership of all CBSi Confidential Information, and that upon the expiration or termination of this TOS you shall return and shall not retain the CBSi Confidential Information.

Return or Destruction. You will, except to the extent inconsistent with (i) your use in connection with legal proceedings, or (ii) applicable law, regulations, rules or official requests, at the expiration of your License Period, destroy or return to CBSi any tangible copies of the CBSi Confidential Information, and permanently delete all electronic copies of the CBSi Confidential Information, in your possession or control and will certify in writing to CBSi that you have done so.



7. Representations and Warranties.


You represent and warrant that you have the full and unrestricted right to enter into this TOS.

You represent and warrant that your Application will operate in conformance with the relevant terms of this TOS, including, without limitation, the Application(s) Requirements.

You represent and warrant that your Application (including, without limitation, any content, materials or information contained therein) and your Developer Logos do not and will not infringe upon any third party copyright, patent, trademark, trade name, trade secret, rights of privacy or publicity or any other proprietary right.

You represent and warrant that you have all necessary rights and clearances for use of any and all content, materials, audio/video and/or information available in your Application(s).

You represent and warrant that that your Application does not and will not violate any applicable laws, rules, regulations or other governmental regulations.

You represent and warrant that you are the owner of or otherwise have the right to use and distribute all materials and methodologies used in connection with your Application.

You represent and warrant that your Application is and will be free of any software disabling devices or internal controls, including, without limitation, time bombs, easter eggs, viruses, or devices of similar nature.

You represent and warrant that you will take appropriate technical and organisational measures against the unauthorised or unlawful Processing of User Data and against the accidental loss or destruction of, or damage to, User Data to ensure CBSi's compliance with the CBSi Privacy Policy.

You represent and warrant that you have obtained and shall maintain in full force and effect during your License Period, such federal, state and local authorizations as are necessary to operate and to otherwise perform your obligations under this TOS and will comply with all applicable federal, state and local laws in the performance of your obligations hereunder.



8. Disclaimer of Warranties.


THE CBSSPORTS.COM FANTASY PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM, THE API AND THE CBSi FANTASY SPORTS DATA AND/OR CBSSPORTS.COM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, DOCUMENTS, FUNCTIONS, MATERIALS, GRAPHICS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT VIA THE CBSSPORTS.COM FANTASY PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM, THE API AND THE CBSi FANTASY SPORTS DATA AND/OR CBSSPORTS.COM ARE PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CBSi AND ITS INDEPENDENT CONTRACTORS AND THEIR PARENTS, SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER ABOUT: (A) THE PLATFORM; (B) THE API; (C) THE CBSi FANTASY SPORTS DATA; (D) CBSSPORTS.COM; (E) THE ABILITY OF THE PLATFORM, THE API AND/OR THE CBSi FANTASY SPORTS DATA AND/OR CBSSPORTS.COM TO WORK WITH YOUR APPLICATION; OR (F) ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE PLATFORM, THE API AND/OR THE CBSi FANTASY SPORTS DATA AND/OR CBSSPORTS.COM. CBSi AND ITS INDEPENDENT CONTRACTORS AND THEIR PARENTS, SUBSIDIARIES AND AFFILIATES DO NOT WARRANT THAT THE CBSSPORTS.COM FANTASY PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM, THE API AND THE CBSi FANTASY SPORTS DATA AND CBSSPORTS.COM, THE FUNCTIONS CONTAINED IN THE CBSSPORTS.COM FANTASY PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM, THE API AND THE CBSi FANTASY SPORTS DATA AND CBSSPORTS.COM OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVERS THAT MAKE THE CBSSPORTS.COM FANTASY PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM, THE API AND THE CBSi FANTASY SPORTS DATA AND CBSSPORTS.COM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CBSi AND ITS INDEPENDENT CONTRACTORS DO NOT WARRANT OR REPRESENT THAT YOUR ACTIVITIES OR USE OF THE CBSSPORTS.COM FANTASY PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM, THE API AND THE CBSi FANTASY SPORTS DATA AND/OR CBSSPORTS.COM IS/ARE LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING THE CBSSPORTS.COM FANTASY PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM, THE API AND THE CBSi FANTASY SPORTS DATA AND/OR CBSSPORTS.COM, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE CBSSPORTS.COM FANTASY PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM, THE API AND THE CBSi FANTASY SPORTS DATA AND CBSSPORTS.COM. FURTHER, CBSi, ITS INDEPENDENT CONTRACTORS AND THEIR PARENTS, SUBSIDIARIES AND AFFILIATES DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THIS TOS.



9. Limitation of Liability.


NEITHER CBSi NOR ITS INDEPENDENT CONTRACTORS AND THEIR PARENTS, SUBSIDIARIES OR AFFILIATES WILL BE LIABLE FOR THE USE OF THE CBSSPORTS.COM FANTASY PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM, THE API AND THE CBSi FANTASY SPORTS DATA AND/OR CBSSPORTS.COM OR ANY DAMAGE TO YOUR COMPUTER OR SYSTEMS, INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION. UNDER NO CIRCUMSTANCES WILL CBSi ITS INDEPENDENT CONTRACTORS OR THEIR PARENTS, SUBSIDIARIES OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE OR CONSEQUENTIAL DAMAGES (WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, OR THE PERFORMANCE OF, THE CBSSPORTS.COM FANTASY PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM, THE API AND THE CBSi FANTASY SPORTS DATA AND/OR CBSSPORTS.COM OR ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY CBSi OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE CBSSPORTS.COM FANTASY PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM, THE API AND THE CBSi FANTASY SPORTS DATA AND/OR CBSSPORTS.COM, EVEN IF FORESEEABLE OR CBSi AND/OR ITS INDEPENDENT CONTRACTORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL CBSi'S AND/OR ITS INDEPENDENT CONTRACTORS AND THEIR PARENTS, SUBSIDIARIES OR AFFILIATES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).



10. Indemnity.


You agree to defend, indemnify and hold harmless CBSi and its independent contractors and their parents, subsidiaries and affiliates with respect to any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys' fees arising out of or in connection with: (i) your Application; (ii) your Developer Logos; and/or (iii) your breach of this TOS, including, without limitation, in connection with your use of User Data and the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and the CBSi Fantasy Sports Data and/or CBSSports.com. Notwithstanding the foregoing, CBSi 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 CBSi and its independent contractors and their parents, subsidiaries and affiliates under the terms and provisions of this Section 10 and in no event will you settle any claim without CBSi's prior written approval.



11. Choice of Law and Arbitration.


Any claim, controversy or dispute arising out of or relating to this TOS ("Claim) will be governed by New York law consistent with the Federal Arbitration Act without regard to conflict of law provisions or giving effect to any principles that may provide for the application of the laws of another jurisdiction. All Claims must be exclusively resolved and settled by final and binding arbitration administered by and in accordance with the rules of the American Arbitration Association ("AAA") and before a single arbitrator who is a member of the AAA. Arbitrations will be held in New York City, New York and the cost of arbitrations shall be borne equally by the parties. The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected on appeal to a court of competent jurisdiction for such errors as provided under applicable law. The arbitrator's ruling will otherwise be final and binding on all parties, and may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, any dispute as to the enforceability of this arbitration provision or its applicability to a specific Claim shall be adjudicated by a state or federal court located within New York County, New York ("Court"), and not by an arbitrator and the parties irrevocably submit and consent to the exclusive jurisdiction and venue of the Court. The parties agree not to raise the defense of forum non conveniens.

YOU AND CBSI AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and CBSI agree otherwise in writing, the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated, and may not otherwise preside over any form of a representative or class proceeding. If a Claim implicates this paragraph, and this paragraph is found to be invalid, unenforceable or illegal by a Court or otherwise, such Claim must be adjudicated by a Court and not by an arbitrator. Notwithstanding any other provision of these TOS, CBSi may seek injunctive or other equitable relief from any court of competent jurisdiction, including, without limitation, to protect its intellectual property rights and CBSi Confidential Information.



12. Termination/Modification.


You understand and agree that CBSi may modify, suspend or discontinue the availability of the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and/or the CBSi Fantasy Sports Data and/or CBSSports.com at any time for any or no reason. CBSi may also impose limits on certain features and services or restrict or deny your access to parts or all of the CBSSports.com Fantasy Platform, including, without limitation, the Platform, the API and/or the CBSi Fantasy Sports Data and/or CBSSports.com in its sole and exclusive discretion without notice or liability of any kind. CBSi may remove your Application(s) from the CBSSports.com Fantasy Platform at any time for any or no reason. You understand and agree that CBSi will determine your compliance with this TOS in its sole and exclusive discretion. CBSi reserves the right to suspend or terminate your account at any time for any or no reason as determined in its sole and exclusive discretion. CBSi reserves the right to terminate this TOS (and the license contained in this TOS) at any time in its sole discretion without notice or liability of any kind. Any violation of this TOS may be referred to law enforcement authorities.



13. Miscellaneous.


You may not issue any press releases or public statements with respect to this TOS without the prior written consent of CBSi. You acknowledge and agree that this TOS does not grant you any exclusive right with respect to any application of any kind or otherwise. You acknowledge and agree that you will not be entitled to any compensation if CBSi exploits an application similar or identical to your Application that CBSi has either developed internally or acquired from another third party. You also agree that CBSi might develop or acquire an application similar to your Application in the future, and in that case you will not be entitled to any compensation. You acknowledge CBSi receives and will receive numerous submissions of applications, some of which may be nearly identical to the Application you are submitting. You may not assign your rights nor delegate your duties under this TOS, in whole or in part, without CBSi's prior written consent. CBSi and you are independent contractors, and this TOS shall not be construed to create a partnership, joint venture, employment or principal agent relationship between you and CBSi. Each party to this TOS shall be solely responsible to compensate any employees, agents or representatives employed or engaged by it to perform duties under this TOS and for all taxes, imposts, duties and all charges of any governmental authority arising from its or his activities under this TOS. Neither you nor CBSi, nor any person or entity employed by either you or CBSi, are authorized to make any warranty concerning the other party or incur or assume any obligation or liability for the other party. In the event that any of the provisions of this TOS are held by to be unenforceable by a court or arbitrator, the remaining portions of this TOS will remain in full force and effect. This TOS is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. In the event of any conflict or inconsistency between these TOS and any document or policy referenced by these terms of service, the terms and conditions of this TOS shall govern and control. Section headings are for convenience only and shall not be deemed a part of this TOS. Any of the terms and conditions of this TOS may be waived at any time in writing by the Party entitled to the benefit thereof, but a waiver in one instance shall not be deemed to constitute a waiver in any other instance. A failure to enforce any provision of this TOS shall not operate as a waiver of the provision or of any other provision hereof and asserting a right hereunder shall not be deemed to waive any other right hereunder. The rights and remedies provided herein and all other rights and remedies at law or in equity shall be, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity.

CBSSports.com Development Center

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CBS Sports is a registered trademark of CBS Broadcasting Inc.
CBSSports.com Fantasy Platform is protected by one or more of the following United States Patents: 8732278, additional patents pending.