Introduction
Welcome to Victra Sports, which includes the websites, mobile applications (including, without limitation Mobile Software as defined herein), digital content offerings and other digital services (collectively, the “Service” or “Services”) of WG Sports, Inc. (“Victra” “we,” or “us”).
FIRST, AN IMPORTANT MESSAGE: PLEASE READ THESE TERMS AND CONDITIONS OF USE ("Terms", "Terms of Use", or "Agreement") CAREFULLY BEFORE USING THIS SERVICE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS, LIMITATION OF LIABILITY, AND YOUR INDEMNITY TO US. THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS ORJURY TRIALS, AND LIMITS THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE.
These Terms of Use explain the terms by which you may use the Services. By accessing orusing the Services, you agree that you have read, understood, and agree to be bound by this Agreement, and to the collection and use of your information asset forth in the Victra Data Privacy, whether or not you are a registered user of the Services. This Agreement applies to all visitors, users, and otherswho access the Services (“Users”).
1. HOW WE UPDATE THESE TERMS OF USE
Victra reserves the right, in its sole discretion, to modify or replace this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material way, we will update the ‘last updated’ date at the bottom of this page. Your continued use of the Services after any such change constitutes your acceptance of the new terms. If you do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Services.
2. USE OF OUR SERVICE
a) Eligibility. Because we respect the rights of children and parents, you may use the Victra Service only if you can form a binding contract with Victra, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. The Service is provided for your personal, non commercial use only. You may not use the Service for any commercial purposes.
b) Victra Accounts. You can browse Victra and enjoy the Service without registering for a Victra account. In order to post any User Content or access certain features of the Service, however, you must register for an account with Victra (which may include connecting to Victra through a third-party service) and select a password and screen name (“Victra User ID”). You may not select or use as a Victra User ID any name that we determine to be offensive, vulgar or obscene. Victra reserves the right to refuse registration of, or cancel a Victra User ID or a User account in its sole discretion. When creating your account, you must provide accurate and complete information. We reserve the right to reclaim Victra User IDs on behalf of businesses or individuals that hold legal claim or trademark on those usernames. You are responsible for maintaining the confidentiality of your Victra password. By connecting to Victra with a third-party service like Facebook, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. For more information on the types of information we collect from these third-party services, please read our Privacy Policy.
c) Your responsibility for your account: You are solely responsible for the activity that occurs on or through your account, and you must keep your account password secure. You must notify Victra immediately of any breach of security or unauthorized use of your account. Victra will not be liable for your losses caused by any unauthorized use of your account, and you shall be solely liable for the losses of Victra or others due to such unauthorized use.
d) Groups. Victra may allow Users to create or join groups on the Service in order to share articles and other content, and to send SMS text messages to other Group members (a “Group”). If you are added to a Group by a User, you may be sent an SMS text message with a unique hyperlink to directly access your Group’s page. Anyone with access to this unique hyperlink will be able access your group on the Service using your name, and so you agree to keep the Group’s page hyperlink secure. You can remove yourself from a Group by following the instructions on the Service. For more information, see the “Victra SMS Campaigns; Group Messaging on the Service” section below.
e) How to control your account. You may control your User profile and how you interact with the Service by changing the settings on your profile page. For more information on how you can control the types of information we collect, please read our Privacy Policy.
f) Your interaction with other Users. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Victra will have no liability for your interactions with other Users, or for any User’s action or inaction. Please be good to one another.
g) Changes to the Service. Here at Victra, we’re always innovating and finding ways to provide our Users with new and innovative features and services. Therefore, Victra may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
3.ACCEPTABLE USE OF THE VICTRA SERVICEWe think Victraprovides Users with an amazing platform to discover sports content, and discussand share that content with others. To keep Victra running smoothly for all ofour Users, you agree that you will use the Service only in a manner consistentwith the Victra acceptable use policy.
4. SHARING YOUR CONTENT
a) Your content. Victra allows you to post content on the Service, including comments, photos, blog posts, messages, blog URLs, and other materials. Any content a User submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) there in, is referred to as “User Content.”
b) How Victra and other Users can use your content. Unless you have entered into a separate assignment agreement with Victra, you own all of the User Content that you post or publish (“post”) on the Service. Subject to your profile and application settings, you grant us a non-exclusive, perpetual, irrevocable, royalty-free, transferable, sublicensable, worldwide license to use, reproduce, sell, offer to sell, translate, modify, publicly perform, publicly display, distribute, and make derivative works of your User Content on the Service and in all forms and media now or hereafter known for the purposes of operating and providing the Service to you and our Users. Nothing in this Agreement shall restrict Victra’s rights under any separate content assignment agreements and/or license agreements.
c) Your responsibility for your content. By uploading, posting, submitting or otherwise disclosing or distributing User Content, you represent and warrant that you own all rights in your User Content and that any User Content you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (defined below) or rights of publicity or privacy. Victra reserves the right, but is not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates these provisions. Victra takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. Victra is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Victra shall not be liable for any damages you allege to incur as a result of such User Content.
d) Definition of Intellectual Property Rights. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
e) User Content Programs. We may provide various opportunities and programs relating to User Content on the Service (“User Content Programs”). Some User Content Programs may require you to submit an application to participate, which Victra may approve or deny in its sole discretion. Your use of the Service, including without limitation participation in any User Content Program, is strictly on a volunteer basis for the benefit of you and the public at large, and does not form an employer-employee relationship, partnership, or co-authorship between you and Victra. While Victra may reward you for your participation in a User Content Program, you will not receive any compensation of any type for your participation, and you acknowledge that you are participating in the program solely for your own personal benefit and desire to contribute to the program. You acknowledge and agree that Victra does not have the right to and shall not control the manner and method in which you may create your User Content. Any suggestions Victra may make about your User Content are only suggestions, based on our understanding of how Users typically access Content and use the Service. You are not required to implement any suggestion made by Victra regarding your User Content or to perform any requested activity or task, and you do so at your own volition and risk. You agree that you are the sole author of your User Content, and that Victra does not participate in the creation of any of your User Content.
5. OUR CONTENT
a) Victra Content. Except for User Content, the Service, and all Intellectual Property Rights therein and related thereto, are the exclusive property of Victra and its licensors (“Victra Content”). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license to the Victra Content, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Victra Content, including without limitation any materials or content accessible on the Service. “Victra,” “Team Stream”, “Real-Time News for Your Favorite Teams,” “You Make The Call”, “The Open Source Sports Network,” “Open Source Sports Network,” “Victra” and other Victra graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks, trademarks or trade dress of Victra protected by the laws of the United States and/or other countries or jurisdictions. Victra's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. Use of the Victra Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
b) Our license to you. Subject to the terms and conditions of this Agreement, Victra provides you with a license to use the Service for your personal, noncommercial use only and as expressly permitted by the features of the Service. Victra may terminate this license at any time for any reason or no reason.
c) Feedback you provide. We value input from our Users, and are always interested in learning of ways we can make Victra better. You may choose to or we may invite you to submit comments, ideas or feedback about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Victra under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Victra does not waive any rights to use similar or related Feedback previously known to Victra, or developed by its employees, or obtained from sources other than you.
6. Victra SMS CAMPAIGNS; GROUP MESSAGING ON THE SERVICE
a) Victra SMS Campaigns. The SMS text message campaign terms below govern the provision and delivery of text messages by us to you:Your electronic agreement to receive text messages; E-sign disclosure By agreeing to receive text messages, you also consent to the use of an electronic record to document your agreement. To stop receiving text messages from our text message program, simply text STOP to the short code provided in the text messages that you no longer wish to receive. To view and retain a copy of thisdisclosure or any information regarding your enrollment in this program, youwill need (i) a device (such as a computer or mobile phone) with a web browserand Internet access, and (ii) either a printer or storage space on such device.
What rules apply?When yousign up to receive text messages in connection with any of our text messageprograms, you are agreeing to our Terms of Use including these SMS text messageterms.
What are Victra text message programs? Consistent with applicable law, appropriately aged visitors may from time to time have theopportunity to register for special programs, promotions, services, andinformation delivered via text messaging and/or wireless devices to users whoexpressly agree to receive such messages.Does itcost anything to receive texts from a Victra text message program? We will notcharge you to create or deliver the text messages that are part of any of ourtext message programs unless otherwise noted at the point where you sign up forthe program; however, depending on your plan with your wireless or otherapplicable provider, you may be charged by your carrier or other applicable provider. Thus, your provider’s standard message and data rates may apply. Yourconsent to receive texts from us is not in any way required as a condition ofpurchasing property, goods or services from us.
Who canreceive texts? By signingup to receive texts, you represent that you are thirteen (13) years of age orolder and, if you are under the age of eighteen (18), you either are anemancipated minor, or have obtained the legal consent of your parent, legalguardian, or account holder to sign up for text messages and to fulfill theobligations and agree to the terms set forth in these Terms of Use. You furtherrepresent that you are the subscriber of the cellular service at the mobilenumber provided or that you are authorized by the subscriber to sign-up fortexts.
What if I don’t want to receive any more texts from a Victra text message program?To stop receiving text messages from a specific Victra text message program, simplytext STOP to the short code provided by us in the text message program textsthat you no longer wish to receive. After doing so, you will receiveconfirmation of your opt-out via text. If you have signed up for more than one(1) of our text message programs you will need to text STOP to the short codeprovided in the texts for each text message program from which you wish to nolonger receive texts.
What if I want more info? To requestmore info, simply text HELP to the short code provided in the texts related thespecific Victra text message program you have questions about.
How many text messages will I receive? The numberof texts you receive from us may vary significantly, depending in part on thespecific text message program you sign up for.
Who are the participating carriers? Content maynot be available on all carriers and carrier participation could change. Youmay consult with your carrier to see if it participates. The content is not compatible with all cell phone models. We will not be liable for any delays in the receipt of any SMS messages or changes to the participating carriers asdelivery is subject to effective transmission from your carrier with active participation at that time.
How are the text messages sent? We or our vendor who sends the texts may use auto dialer or non-auto dialer technology tosend the text messages described above to the mobile phone number you supply when you request to receive the texts.
What are your privacy practices? By signing up for texts, you also agree to our Privacy Policy, which is incorporated by reference herein.
Willthese terms change? We reservethe right to modify these SMS text message terms, or any part thereof, or addor remove terms at any time, and such modifications, additions, or deletionswill be effective immediately upon posting. Your receipt of texts after suchposting shall be deemed to constitute acceptance by you of such modifications,additions, or deletions.
b) Group Messaging on the Service. Victra may allow you to send SMS text messages through our Service to other Users or to third parties when you add members to a Group on the Service or when you share an article or other content with members of a Group. Victra may send administrative SMS text messages to you and to the recipients of your Messages in connection with your Group messages, including instructions on how to stop receiving such Group messages. You must obtain express consent from any non-Users before adding them to your Group (thereby sending them a message). Victra is not responsible for any SMS text messages sent to non-Users when you add those non-Users to your Group or share articles and other content with members of your Group. While Victra does not charge a fee for sending or receiving Group messages through the Service, standard text messaging rates may apply, and you acknowledge and agree that you shall be solely responsible for all such fees.
c) Removing Yourself From a Message Group To remove yourself from a Group, please follow the instructions provided via the Group messaging portion of the Service.
7. VICTRA'S COPYRIGHT POLICY
Victra requires that Users of the Service respect the copyright and other intellectual property rights of all third parties. In accordance with the Digital Millennium Copyright Act (“DMCA”), Victra will terminate, where warranted as determined in Victra’s sole discretion, Users whom Victra believes are intentional and/orrepeat infringers.
If youbelieve that your copyright in any material has been infringed on the Service,please send a “DMCA Notice” described below to Victra’s DMCA Agent. For your DMCA Notice to be valid under the law, you must provide the followinginformation in writing:
a) Identification of the copyrighted work that you claim has been infringed.
b) Identification of the material that you claim is infringing, with sufficient detail so that Victra may readily locate it.
c) Information sufficient to permit Victra to contact you such as your name, address, telephone number, and e-mail address.
d) A statement declaring 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.
e) A statement made under penalty of perjury that the above information in your notice is accurate, and that you are the owner of the copyright interest allegedly infringed or you are authorized to act on behalf of that owner. f) The physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright interest allegedly infringed.
Submit thenotice to:
WG Sports, Inc.
159 Emerson Street
Palo Alto, CA 94301
Email: Team@victrasports.com
8. PRIVACY
We careabout the privacy of our Users. You understand that by using the Service youconsent to the collection, use and disclosure of your personally identifiableinformation and other information as set forth in our Privacy Policy, and to have such informationcollected, used, transferred to and processed in the United States. Victracannot guarantee that unauthorized third parties will never be able to defeatour security measures. You acknowledge that you provide your information atyour own risk.
9. MOBILE SOFTWARE
a) Our Mobile Software (mobile apps). We make available mobile applications and other software for mobile devices (Mobile Software”) to access the Service via a mobile device. To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. Victra does not warrant that the Mobile Software will be compatible with your mobile device. Victra hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Victra account on one or more mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that Victra may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Victra or its third party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Victra reserves all rights not expressly granted under this Agreement. If the Mobile Software is being acquired on behalf of the United States Government, then the following provision applies: Use, duplication, or disclosure of the Mobile Software by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the Service. Standard carrier data charges may apply to your use of our Mobile Software.
b) Mobile Software from iTunes. The following applies to any Mobile Software you acquire from the iTunes Store (“iTunes-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and Victra, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Victra as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Victra as provider of the software. You acknowledge that, in the event of any third party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, Victra, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Victra acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the iTunes-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the iTunes-Sourced Softwareagainst you as a third party beneficiary thereof.
10.INDEMNITY
You agree to defend, indemnify and hold harmless Victra, its parents, subsidiaries, agents, affiliates, customers, vendors, officers and employees from and againstany and all claims, damages, obligations, losses, liabilities, costs or debt,and expenses (including reasonable attorneys fees and cost) arising from: (i)your use of and access to the Service; (ii) your violation of any term of thisAgreement; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) yourviolation of any applicable law, rule, or regulation; (v) any claim or damagesthat arise as a result of any of your User Content or any that is submitted via your account or Victra User ID.
11. NOWARRANTY
THESERVICE, INCLUDING ALL CONTENT, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUTWARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUTLIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, VICTRA, ITSPARENT, AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT ON THESERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOURREQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME ORLOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BECORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE ISDOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGETO YOUR COMPUTER SYSTEM OR LOSS OF DATA, INCLUDING USER CONTENT, THAT RESULTSFROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
VICTRA DOESNOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT ORSERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE VICTRA SERVICE ORANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHERADVERTISING, AND VICTRA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANYTRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
12.THIRD-PARTY LINKS, SITES AND SERVICES
The Service may contain links to other websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Victra. Because Victra has no control over such sites and resources, you acknowledge and agree that Victra is not responsible for the availability of such external sites or resources,and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Victra shall not be responsible or liable, directly or indirectly, for any damage or loss caused oralleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.You understand that these Terms of Use and our Privacy Policy do not apply to your use ofsuch sites. encourage you to be aware of when you leave the Service, and toread the terms and conditions and privacy policy of any third-party website or service that you visit.
13.LIMITATION OF LIABILITY AND TIME LIMITATION FOR CLAIMS
TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VICTRA, ITSPARENT, AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR ITS LICENSORS BELIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY(I) WITH RESPECT TO THE SERVICE OR ANY CONTENT THEREON FOR ANY LOST PROFITS ORSPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANYDIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF ONE HUNDRED DOLLARS ($100),EVEN IF VICTRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. UNDER NOCIRCUMSTANCES WILL VICTRA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURYRESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THESERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THE FOREGOINGLIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW INTHE APPLICABLE JURISDICTION.
SUBJECT TOSECTION 16, TO THE EXTENT PERMITED BY APPLICABLE LAW, ANY DISPUTE, CLAIM ORCONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE OR YOUR USE OFTHE SERVICE AND/OR SITE, THESE TERMS OF USE, OR THE RELATIONSHIP BETWEEN US,MUST BE COMMENCED WITHIN ONE YEAR OF THE RELEVANT EVENTS. A DISPUTE ISCOMMENCED IF IT IS FILED IN AN ARBITRATION OR, IF THE DISPUTE ISNON-ARBITRABLE, A COURT WITH JURISDICTION, DURING THE ONE-YEAR PERIOD. IF YOUOR WE PROVIDE NOTICE OF A DISPUTE UNDER SECTION 16 (DISPUTE RESOLUTION), THEONE-YEAR PERIOD IS TOLLED FOR 60 DAYS FOLLOWING RECEIPT OF THE NOTICE OFDISPUTE (ALTHOUGH FOR THE SAKE OF CLARITY IT MAY BE FURTHER EXTENDED IF YOURDISPUTE, CLAIM, OR CONTROVERSY IS PART OF A MASS FILING AS CONTEMPLATED INSECTION 16.9). YOU AND WE EACH WAIVE—THAT IS, GIVE UP—THE RIGHT TO PURSUE ANYDISPUTE, CLAIM OR CONTROVERSY THAT IS NOT FILED WITHIN ONE YEAR AND ANY RIGHTYOU OR WE MAY HAVE HAD TO PURSUE THAT DISPUTE, CLAIM OR CONTROVERSY IN ANYFORUM IS PERMANENTLY BARRED.
The Serviceis controlled from its facilities in the United States. Victra makes norepresentations that the Service is appropriate or available for use in otherlocations. Those who access or use the Service from other jurisdictions do soat their own volition and are responsible for compliance with all applicableUnited States and local laws and regulations, including but not limited toexport and import regulations. You may not use the Service if you are aresident of a country embargoed by the United States, or are a foreign personor entity blocked or denied by the United States government. Unless otherwiseexplicitly stated, all materials found on the Service are solely directed toindividuals, companies, or other entities located in the United States.
14.TERMINATION OF YOUR ACCOUNT AND THE SERVICE Victra may terminate or suspend the Service in whole or in part and/or your Victra account immediately, without prior notice or liability, for any reason or for no reason, including without limitation, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right touse the Service will immediately cease.
If you wishto terminate your Victra account, you may discontinue using the Service by sending an email message to team@victrasports.com with the words “Terminate account” in the subject field, or by sending mail to the following postal address:
Customer Support
WG Sports, Inc.
159 Emerson Street
Palo Alto, CA 94301
Allprovisions of this Agreement, which by their nature should survive termination,shall survive termination, including, without limitation, ownership provisions,warranty disclaimers, indemnity, and limitations of liability.
15.GOVERNING LAW AND VENUE
ThisAgreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles, except to theextent that law is inconsistent with or preempted by federal law. Theapplication of the United Nations Convention on Contracts for the InternationalSale of Goods is expressly excluded. Any dispute that is not subject toarbitration under Section 16 (Dispute Resolution) of this Agreement, or anyissues involving arbitrability or enforcement of provisions under Section 16,shall be brought in the appropriate state or federal court located in Califionira; and we and you irrevocably consent to the exclusivejurisdiction and venue of the state or federal courts in California for the adjudication of all non-arbitral claims.
16. DISPUTE RESOLUTION
We endeavorto resolve customer concerns as quickly as possible. Please contact VictraCustomer Support at 159 Emerson Street, CA, 94301 Palo Alto or by emailat team@victrasports.com.
In the unlikely event that you're not satisfied with customer service's solution, and you and Victra are unable to resolve a dispute through the Informal Dispute Resolution Procedures below, we each agree to resolve the dispute through binding arbitration or small claims court instead of in courts of general jurisdiction.
Arbitrationis more informal than a lawsuit in court. Arbitration uses a neutral arbitratorinstead of a judge or jury, allows for more limited discovery than in court,and is subject to very limited review by courts. Unless expressly limited bythis arbitration provision, arbitrators can award the same damages and reliefthat a court can award. Any arbitration under this Agreement will takeplace on an individual basis; class arbitrations and class actions are not permitted. In arbitration you may be entitled to recover attorneys’ feesfrom us to the same extent as you would be in court.
ARBITRATIONAGREEMENT
(1)Claims Subject to Arbitration: To the fullest extent permitted by applicable law, Victra and you agree to arbitrate all disputes and claims between us, exceptfor claims arising from bodily injury or that pertain to enforcing, protecting,or the validity of your or our intellectual property rights (or theintellectual property rights of any of our licensors, affiliates and partners).This Arbitration Agreement is intended to be broadly interpreted. It includes,but is not limited to:
- claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, fraud, misrepresentation or any other statutory or common-law legal theory;
- claims that arose before this or any prior Agreement (including, but not limited to, claims relating to - advertising);
- claims for mental or emotional distress or injury not arising out of physical bodily injury;
- claims that are currently the subject of purported class action litigation in which you are not a member of a certified class;
- and claims that may arise after the termination of this Agreement.
References to “Victra,” “you,” “we” and “us” in this Arbitration Agreement include ourrespective predecessors in interest, successors, and assigns, as well as ourrespective past, present, and future parents, subsidiaries, and affiliates; those entities and our respective agents, employees, licensees, licensors, andproviders of content as of the time your or our claim arises; and allauthorized or unauthorized users or beneficiaries of Services under this orprior Agreements between us. Notwithstanding the foregoing, either party may elect to have claims heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. You agree that, by entering into this Agreement, you and we are each waiving the right toparticipate in a class action and to a trial by jury to the fullest extent permitted by applicable law. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. This Arbitration Agreement shall survive termination of this Agreement.
(2) Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt,cost-effective and mutually beneficial outcome. Therefore, a party who intends to initiate arbitration or file a claim in small claims court must first sendto the other a written Notice of Dispute (“Notice”). A Notice from you to Victra must be emailed to team@victrasports.com (“Notice Address”). Any Notice must include (i) the claimant’s name, address, and email address; (ii) a description of the nature and basis of the claim ordispute; (iii) if you are submitting the Notice, any relevant facts regarding your use of the Services, including whether you have created an account orreceive any newsletters associated with the Services; (iv) a description of the nature and basis of the specific relief sought, including the damages sought, if any, and a detailed calculation for them; and (v) a personally signedstatement from the claimant (and not their counsel) verifying the accuracy ofthe contents of the Notice. The Notice must be individualized, meaning it can concern only your dispute and no other person’s dispute.
After receipt of a completed Notice, the parties shall engage in a good faith effortto resolve the dispute for a period of 60 days (which can be extended byagreement). You and we agree that, after receipt of the completed Notice, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will personally attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach aresolution. If we and you do not reach an agreement to resolve the issues identified in the Notice within 60 days after the completed Notice is received (ora longer time if agreed to by the parties), you or we may commence an arbitration proceeding or a small claims court proceeding (if permitted bysmall claims court rules).
Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Anyapplicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this Subsection 16.2. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essentialso that you and Victra have a meaningful opportunity to resolve disputesinformally. If any aspect of these requirements has not been met, a court ofcompetent jurisdiction may enjoin the filing or prosecution of an arbitration.In addition, unless prohibited by law, the arbitration administrator may notaccept, administer, assess, or demand fees in connection with an arbitrationthat has been initiated without completion of the Mandatory Pre-arbitration Notice and Informal Dispute Resolution Procedures. If the arbitration is alreadypending, it shall be administratively closed. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Proceduresin arbitration.
(3)Arbitration Procedure: The arbitration will be governed by applicable rules of NationalArbitration & Mediation (“NAM”) (including the Comprehensive DisputeResolution Rules and Procedures and/or the Supplemental Rules for Mass Arbitration Filings, as applicable) (“NAM Rules”), as modified by thisArbitration Agreement, and will be administered by NAM. (If NAM is unavailableor unwilling to do so, another arbitration provider shall be selected by the parties that will do so, or if the parties are unable to agree on an alternativeadministrator, by the court.) The NAM Rules are available online at www.NAMADR.com, by calling NAM at 1-800-358-2550,or by requesting them in writing at the Notice Address. You may obtain a form to initiate arbitration at: https://www.namadr.com/content/uploads/2020/09/Comprehensive-Demand-for-Arb-revised-9.18.19.pdf or by contacting NAM.
You and we agree that the party initiating arbitration must submit a certification thatthey have complied with and completed the Mandatory Pre-Arbitration Notice andInformal Dispute Resolution Procedures requirements referenced in Section 16.2and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration andcertification must be personally signed by the party initiating arbitration(and their counsel, if represented).
All issues are for the arbitrator to decide, except as otherwise expressly provided hereinand except as to issues relating to the scope and enforceability of the Arbitration Agreement or whether a dispute can or must be brought in arbitration (including whether a dispute is subject to this ArbitrationAgreement or a previous arbitration provision between you and Victra), which are for a court of competent jurisdiction to decide. The arbitrator may consider but shall not be bound by rulings in other arbitrations involving different customers.
Unless we and you agree otherwise, or the applicable NAM Rules dictate otherwise, anyarbitration hearings will take place in the county (or parish) of your billingaddress and you and a Victra representative will be required to attend inperson. At the conclusion of the arbitration proceeding, the arbitrator shallissue a reasoned written decision sufficient to explain the essential findingsand conclusions on which the award is based. The arbitrator’s decision isbinding only between you and Victra and will not have any preclusive effect inanother arbitration or proceeding that involves a different party. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
As incourt, you and Victra agree that any counsel representing a party inarbitration certifies when initiating and proceeding in arbitration that theyare complying with the requirements of Federal Rule of Civil Procedure 11(b),including certification that the claim or relief sought is neither frivolousnor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the NAM Rules, Federal Rule of Civil Procedure 11, orapplicable federal or state law, against all appropriate represented parties andcounsel.
Except as expressly provided in the Arbitration Agreement, the arbitrator may grant anyremedy, relief, or outcome that the parties could have received in court,including awards of attorneys’ fees and costs, in accordance with applicablelaw. Unless otherwise provided by applicable law, the parties shall bear theirown attorneys’ fees and costs in arbitration unless the arbitrator awardssanctions or finds that either the substance of the claim, the defense, or the relief sought is frivolous or brought for an improper purpose (as measured bythe standards set forth in Federal Rule of Civil Procedure 11(b)).
(4)Arbitration Fees: Thepayment of arbitration fees (the fees imposed by the arbitration administratorincluding filing, arbitrator, and hearing fees) will be governed by the applicable NAM Rules, unless you qualify for a fee waiver under applicable law. If after exhausting any potentially available fee waivers, the arbitrator findsthat the arbitration fees will be prohibitive for you as compared tolitigation, we will pay as much of your filing, arbitrator, and hearing fees inthe arbitration as the arbitrator deems necessary to prevent the arbitrationfrom being cost-prohibitive, regardless of the outcome of the arbitration,unless the arbitrator determines that your claim(s) were frivolous or broughtfor an improper purpose or asserted in bad faith. You and we agree thatarbitration should be cost-effective for all parties and that any party mayengage with NAM to address reduction or deferral of fees.
(5) Confidentiality: Upon either party’s request, the arbitrator will issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except inconnection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must bedone under seal to the furthest extent permitted by law.
(6)Offer of Settlement: In any arbitration between you and Victra, the defending party may, but is not obligated to, make a written settlement offer at any time before theevidentiary hearing or, if a dispositive motion is permitted, prior to thedispositive motion being granted. The amount or terms of any settlement offermay not be disclosed to the arbitrator until after the arbitrator issues anaward on the claim. If the award is issued in the other party’s favor and isless than the defending party’s settlement offer or if the award is in the defending party’s favor, the other party must pay the defending party’s costsincurred after the offer was made, including any attorney’s fees. If any applicable statute or case law prohibits the shifting of costs incurred in thearbitration, then the offer in this provision shall serve to cease theaccumulation of any costs to which the party bringing the claim may be entitledfor the cause of action under which it is suing.
(7) Requirement of Individualized Relief: The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individualclaim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WEAGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OURINDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTEDCLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further,unless both you and we agree otherwise, the arbitrator may not consolidate morethan one person’s claims and may not otherwise preside over any form of arepresentative, class, or private attorney general proceeding. If, afterexhaustion of all appeals, any of these prohibitions on non-individualized declaratory or injunctive relief; class, representative, and private attorneygeneral claims; and consolidation are found to be unenforceable with respect toa particular claim or with respect to a particular request for relief (such asa request for injunctive relief sought with respect to a particular claim), then the parties agree such a claim or request for relief shall be decided by acourt of competent jurisdiction, after all other arbitrable claims and requestsfor relief are arbitrated. You agree that any arbitrations between you and Victra will be subject subject to this Section 16 and not to any prior arbitration agreement you had with Victra, and, notwithstanding any provision in thisAgreement to the contrary, you agree that this Section 16 amends any prior arbitration agreement you had with Victra, including with respect to claims that arose before this or any prior arbitration agreement.
(8) OptOut of Future Changes: Notwithstanding any provision to the contrary, if Victra makes any future change to this Arbitration Agreement (other than a change to the NoticeAddress), you may reject any such change by sending Victra an email to team@victrasports.com within30 days of the posting of the amended arbitration agreement that provides: (i)your full legal name, (ii) your complete mailing address, (iii) your phone number, (iv) if applicable, the username or email address associated with anypotential account or newsletter; and (v) the approximate date of your initialuse of the Services. Such an opt-out email must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. It must include a statement, personally signed by you, that you wish to rejectthe change to the Arbitration Agreement. This is not an opt out of arbitration altogether.
(9) MassFiling: If, at any time, 25 or more claimants (including you) submit Notices or seek to filedemands for arbitration raising similar claims against the other party orrelated parties by the same or coordinated counsel or entities, consistent withthe definition and criteria of Mass Filings (“Mass Filing”) set forth in NAM’sMass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s MassFiling Rules,” available at https://www.namadr.com/resources/rules-fees-forms/), you and we agree that theadditional procedures set forth below shall apply. The parties agree thatthroughout this process, their counsel shall meet and confer to discussmodifications to these procedures based on the particular needs of the Mass Filing.The parties acknowledge and agree that by electing to participate in a Mass Filing, the adjudication of their dispute might be delayed. Any applicablelimitations period (including statute of limitations) and any filing feedeadlines shall be tolled beginning when the Mandatory Pre-arbitration Noticeand Informal Dispute Resolution Procedures are initiated, so long as thepre-arbitration Notice complies with the requirements in Section 16.2, until your claim is selected to proceed as part of a staged process or is settled,withdrawn, otherwise resolved, or opted out of arbitration.
- Stage One: Counsel for the claimants and counsel for Victra shall each select 25 claims per side (50 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Victra shall pay the mediator’s fee.
- Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Victra shall each select 50 claims per side (100 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Victra shall pay the mediator’s fee.
- Stage Three: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Victra shall each select 100 claims per side (200 claims total) to be filed and to proceed in individual arbitrations as part of a third staged process, subject to any procedural changes the parties agreed to in writing. Any remaining claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. Following this third set of staged proceedings, counsel for claimants may elect to have the parties participate in a global mediation session of all remaining claims with a retired federal or state court judge.
If yourclaim is not resolved as part of the staged process identified above, either:
OR
- Option Two: If neither you nor Victra elect to have your claim heard in court consistent with Option One, then you agree that your claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 200, then 200 claims shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 200, then all of those claims shall be filed and proceed in individual arbitrations. Any remaining claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 200 claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsel for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with NAM (including through a Procedural Arbitrator) to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims.A court ofcompetent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, oradministration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your claim, and a court of competent jurisdiction determines that they are not enforceable as to your claim, thenyour claim shall proceed in a court of competent jurisdiction consistent withthis Agreement. You and Victra agree that we each value the integrity and efficiency of arbitration and wishto employ the process for the fair resolution of genuine and sincere disputes between us. You and Victra acknowledge and agree to act in good faith to ensurethe processes set forth herein are followed. The parties further agree that application of these Mass Filing procedures have been reasonably designed toresult in an efficient and fair adjudication of such cases.
(10)Severability: If any portion of this Arbitration Agreement is found to be void, invalid, orotherwise unenforceable, then that portion shall be deemed to be severable and,if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, asclosely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein.
17.CLASS ACTION AND JURY TRIAL WAIVERYou and Victra agree that, to the fullest extent permitted by law, each party may bring claims(whether in court or in arbitration) against the other only in an individual capacity, and not participate as a plaintiff, claimant, or class member in anyclass, collective, consolidated, private attorney general, or representative proceeding. This means that you and Victra may not bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unlessdoing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individualclaim. This also means that you and Victra may not participate in any class, collective, consolidated, private attorney general, or representative proceeding brought by any third party. Notwithstanding the foregoing, you or Victramay participate in a class-wide settlement. To the fullest extent permitted by law, you and Victra waive any right to a jurytrial.
18. MISCELLANEOUS TERMS
a) No Agency; Waiver. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Victra in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
b) Notification. Victra may provide notifications, whether such notifications are required by law or are for other business purposes, to you via email notice, “push” notification on your mobile device, written or hard copy notice, or through posting of such notice on the Service, as determined by Victra in our sole discretion. Victra reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in this Agreement. Victra is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add our email address to your email address book to help ensure you receive email notifications from us.
c) Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Victra in connection with the Service, shall constitute the entire agreement between you and Victra concerning the Service. Except as specified in Section 16 (Dispute Resolution), if any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.
d) Assignment. This Agreement is not assignable, transferable or sublicensable by you except with Victra's prior written consent. Victra may transfer, assign or delegate this Agreement and its rights and obligations without consent.
e) Contact. Please contact us at team@victrasports.com with any questions regarding this Agreement.
ThisAgreement was last updated on: February 25, 2025
