BULL SHOOTER LIVE TERMS OF SERVICE
THE FOLLOWING TERMS AND CONDITIONS ARE ENTERED INTO WITH ARACHNID 360, LLC, AN ILLINOIS LIMITED LIABILITY COMPANY (“ARACHNID,” “WE” OR US”), AND YOU, THE INDIVIDUAL DART PLAYER (“YOU” AND “YOUR”) PARTICIPATING IN ANY COMPETITIVE SOFT-TIPPED DART GAME(S), CASUAL LOCAL OR REMOTE SOFT-TIPPED DART GAME, LEAGUE LOCAL OR REMOTE SOFT-TIPPED DART GAME(S), TOURNAMENT LOCAL OR REMOTE SOFT TIPPED DART GAME(S) (COLLECTIVELY “GAME”) ON ANY DARTBOARDS OR OTHER EQUIPMENT WE MANUFACTURE, AND GOVERNS YOUR USE OF OUR SUBSCRIPTION, CLOUD-BASED GAME DATA COLLECTION AND TRACKING SERVICE SUPPORTING GAME OPERATORS AND DART PLAYERS (“SERVICES”) HOSTED ON WWW.BULLSHOOTERLIVE.COM (“WEBSITE”). THE FOLLOWING TERMS AND CONDITIONS MAY SOMETIMES BE REFERRED TO AS “AGREEMENT” HEREINAFTER.
BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU UNDERSTAND THIS AGREEMENT AND THAT YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH US. YOU ALSO AGREE THAT BY ACCEPTING THESE TERMS, YOU ACCEPT OUR COLLECTION AND USE OF CERTAIN DATA AS SET FORTH IN OUR PRIVACY POLICY.
YOU MUST BE AT LEAST 18 YEARS OF AGE AND BE CONSIDERED TO BE A LEGAL ADULT IN THE JURISDICTION IN WHICH YOU RESIDE IN ORDER TO ACCESS AND USE THE SERVICES. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT TO US THAT YOU ARE AT LEAST 18 YEARS OF AGE.
THE RIGHTS GRANTED TO YOU PURSUANT TO THIS AGREEMENT SHALL ONLY BE GRANTED TO YOU UPON YOUR ACCEPTANCE OF ALL OF THE FOLLOWING TERMS AND CONDITIONS:
1. Services Access Rights. Subject to Your continued compliance with this Agreement, You are hereby granted with the non-exclusive, non-transferable and revocable limited right to access and use the Services in order to access and view Your individual Game scores and dart-play history information including, but not limited to, results/scores, statistics, rankings and classifications through the data collected automatically by Your use of the electronic machines manufactured by Arachnid (“Products”) associated with your name or player avatar and/or screen name alias that You use when You participate in any Game and that You provide under Your player profile/account and/or provided by any Game operators (collectively “Player Data”), including access to all text, graphics, headers, banners, images, source code, tags, videos, applications, files and any other separate Website and/or database element that comprises our Services platform and made available to You through the Website (“Materials”). We shall exclusively retain all rights not expressly granted to You as set forth herein in and to the Materials together with all trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto.
You shall be provided with single-user log-in credentials which You may not share with any third-parties. You shall be solely responsible for the confidentiality, security, and use of the log-in credentials. You hereby agree to indemnify, defend and hold Arachnid harmless from any claims or damages arising from or relating to any such unauthorized use of Your log-in credentials by any other party. You represent and warrant that all information You supply to us is complete and accurate. The use of multiple different legal name(s) which is not associated with the actual player who participated in any Game, is explicitly prohibited.
In our sole discretion, we may set, impose or enforce limits on Your use, of the Services or restrict Your access to some or all of the Services, change, discontinue, suspend or terminate the availability of some or all of the Services, at any time for any reason, with or without notice to You. Arachnid will not be liable for any damages of any kind as a result of any such restriction, discontinuance, change, suspension or termination of all or any portion of the Services.
2. Use Restrictions.
2.1. General Use Restrictions. You are not authorized to (i) resell or sublicense, outsource, time-share or rent the Services or Materials; (ii) distribute, transmit, or publish any portions of the Services platform to the public or download (other than page caching) or modify any portion of the Services platform in any form, format, or method; (iii) modify, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile the Services or any Materials or otherwise attempt to discover any source code or use unauthorized versions of the Services or any Materials for purposes including (without limitation) building a product or service similar to or competitive with the Services or to gain unauthorized access to the Services; or (iv) otherwise use the Services or any Materials as part of a product or service for any commercial use or purpose whatsoever or in any way exploit any of the Services, in whole or in part, except as otherwise expressly permitted in this Agreement and any other agreement applicable to Your use of the Services.
2.2. Rankings and Classification Ratings. You may be automatically assigned a ranking and/or classification rating based on Your skill level and/or experience or based on other various factors. These rankings and classification ratings will be assigned to maximize free and fair competition, are subject to change at any time, and may change dynamically without prior notice. Rankings and classification ratings are an understood part of any Game that You elect to participate in and You agree that Arachnid is under no obligation to disclose its methods of assigning rankings and classification ratings and that the same is considered to be a confidential trade secret of Arachnid.
2.3. Free and Fair Competition. You may compete against other players with varying abilities who reside throughout the country or world. Players are required to conduct themselves in the spirit of free and fair competition. Actions that constitute unordinary play deviating from common norms and standards of game-play which is meant to affect the outcome of any Game, or actions meant to increase a player’s odds of winning or improving their placement unrelated to the actual play of that player on the Game is strictly prohibited. This includes, but is not limited to, actions which alter Game hardware or software, circumvent mechanical limitations, skill divisions, handicapping systems, entry requirements and/or restrictions, and/or other systems which place Game players into various classifications based on skill, play history, and/or experience. This does not include the use of optional in-game equipment or the mere exercise of natural talent or developed skill in the ordinary course of play. If You demonstrate a pattern of actions not within the spirit of free and fair competition, in the sole judgment of Arachnid, You may be suspended or banned from using the Services or from participating in any Game(s).
2.4. Games Code of Conduct. Arachnid shall have the right to maintain a friendly sporting environment in connection with any Game free from abuse or threats to other players. In connection with Your use of the Services, You agree not to consistently demonstrate tendencies to conduct Yourself in a un-sportsmanship like manner which disrupts, demeans, threatens, verbally or physically abuses, or which lowers the quality of the Game experience for other players in any manner, as may be determined in the sole discretion of Arachnid. Your failure to abide by this standard of conduct in connection with participation in any Game may result in the suspension or termination of Your access to the Services.
2.5. Jurisdictional Compliance. You are subject to all laws of the jurisdiction in which You reside and/or from which You are located when You compete in any Game or otherwise use the Services. You agree that Arachnid cannot be held liable if laws and regulations applicable to You restrict or prohibit Your participation in any Game or use of the Services. Arachnid makes no representations or warranties, implicit or explicit, as to Your legal right to participate or compete in any Game or use the Services, nor shall any person affiliated, or claiming affiliation, with Arachnid have authority to make any such representations or warranties. You are restricted from using the Services unless You have determined in good-faith that You are in compliance with all applicable laws and regulations pertaining to the jurisdiction in which You participate in any Game or use the Services.
3. Player Data Ownership & Use Rights. You agree Arachnid shall exclusively retain all rights in and to all Player Data derived from Your use of any of our Products or the Services and/or provided by any Game operators directly using our LeagueLeader platform. We shall exclusively have the right to dispose, share or otherwise use such Player Data however provided for any reason upon our sole determination including, but not limited to, in collaboration with any third-party providers of similar accessory/complimentary type services, or in connection with the transfer of operation and/or ownership of the Services. Notwithstanding, You are being granted access to view aggregated Player Data in connection with Your use of the Services as set forth herein and no other rights. You acknowledge that all Player Data is deemed by Arachnid to be confidential, and proprietary to the extent such Player Data is derived through Arachnid Products. Accordingly, You agree that You shall not use for any commercial or non-commercial purpose or make copies of, publish, distribute, share or sell any Player Data to any third parties in any manner and through any medium. Arachnid shall have the right to monitor Your use of the Website to verify Your compliance with this Agreement. Any use or disclosure of any Player Data that is inconsistent with this Agreement shall be considered unauthorized use. You hereby release any and all rights to assert any rights in and to any Player Data through Your use of the Services and/or by using any of our dartboard products in connection with any Games.
3.1 Equitable Relief. You acknowledge that the restrictions on Player Data use set forth in this Section 3 are necessary for the protection of Arachnid’s business interests and that Arachnid would be irreparably injured by a violation of any of the foregoing use restrictions and agrees that Arachnid shall be entitled to injunctive relief, without bond, restraining You from any actual or threatened breach of this Section in addition to all other remedies at law or equity available to Arachnid and/or its successors or affiliates. The parties further agree that, in addition to other damages arising from any breach of this Section by You, Arachnid is entitled to recover from You reasonable attorneys’ fees and court costs incurred in the enforcement of any of the terms thereof.
3.2. Player Data Sharing Consent & Release. By registering for an account, You agree that Arachnid may display Your name, email, user-name, avatar and/or alias screen name in connection with Your Player Data for use on public leader board lists or for other public purposes related to dart-play and link such data with Your Game results and other related Player Data. You agree that Arachnid may collect, use, transmit, share and maintain Your Player Data however derived, including in connection with any separate Player Data imported by the Game operators using our LeagueLeader platform in connection with the Services. You also agree that Arachnid may print, publish, broadcast and use, worldwide, in any media and at any time, Your name and/or biographical information (gender and age) for promotional and other commercial purposes without any compensation to You. You release all rights You may have to assert any claims related to our use of any Player Data or other information that identifies You that we elect to use for any commercial or non-commercial purpose.
3.3. No Player Data Investigation. Arachnid assumes no responsibility to investigate or verify the accuracy of any Player Data. Arachnid shall not be responsible or liable to You for any damages whatsoever of any kind for any Player Data which is ultimately relied upon by You for any purpose whatsoever. Arachnid shall have the right, however, to monitor all Player Data to investigate actual or possible violations of this Agreement by You.
3.4. Player Use Monitoring. We reserve the right to monitor the usage transmissions in connection with each Game and to limit Your access to certain functionality. Patterns of play by You which we believe, at our sole discretion, constitutes an abuse of the Services and/or of the rules of any Game, in general, may result in sanctions against You restricting Your ability to use the Services.
4. Access Term, Suspension & Termination. The term of Your right to use and access the Services shall begin on the date this Agreement is entered into by You and shall end when Your rights to use the Services are terminated by us, or You delete Your account. Arachnid may terminate this Agreement and discontinue providing You with access to the Services at any time for any reason, with or without notice to You including, but not limited to, if Arachnid is unable to access or use any of the third-party services required to operate the Services or any such services are discontinued, become obsolete or are otherwise not commercially available.
We reserve the right to investigate abuse and/or suspected abuse, on a case-by-case basis and to terminate or suspend Your ability to use the Services at our sole discretion. We reserve the right to lift any suspension at any time, at our sole discretion. Account suspension includes an automatic prohibition against registration of any additional accounts by You. Upon termination, Your access to use the Services and view any Player Data will be disabled.
Any account which has no activity for more than twelve (12) months will become inactive and will be deleted.
6. NO WARRANTIES. THE SERVICES ARE BEING PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, ARACHNID SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, INTEROPERABILITY OR CONTENT COMPRISING THE SERVICES; AND (ii) ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ARACHNID DOES NOT WARRANT OR GUARANTEE THAT: (1) ANY PORTION OF THE SERVICES WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (2) THAT THE FUNCTIONS PERFORMED BY ARACHNID IN MAKING THE SERVICES AVAILABLE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. ARACHNID DOES NOT OWN OR MAINTAIN ANY DARTBOARD PRODUCTS IN NORMAL OPERATION AND CANNOT BE RESPONSIBLE FOR THEIR CONDITION. YOU ARE ADVISED THAT THE CONDITIONS OF DARTBOARD PRODUCTS MAY VARY AND THAT THIS MAY AFFECT THE PERFORMANCE OF THE SERVICES GENERALLY.
7. Indemnification. You hereby agree to defend, indemnify and hold Arachnid, our members, managers, officers, consultants, agents and representatives harmless from and against any claims, liabilities, damages or costs (including without limitation fees, costs and other expenses of attorneys and expert witnesses) arising out of or in any way related to (i) any breach of this Agreement by You; (ii) Your use of and access of the Services generally; (iii) any actual or alleged violation by You of any intellectual property, proprietary or other right of any third-party; or (iv) Your negligent or willful acts or omissions.
8. Down Time Disclaimer. The Services as hosted by Arachnid may be unavailable, whether due to periodic maintenance or otherwise. Arachnid shall not be liable for any downtime of the Services caused by any of the following: (i) periodic maintenance (notice of which will be posted in advance at the point of user log-in and/or e-mailed to the e-mail address contained in Your primary Log-In Information), (ii) any reason described in the section regarding Force Majeure, or (iii) Your inability to connect to or to access the Services due to problems related to Your computer/device hardware, wireless Internet network, Your Internet service provider, or any other similar problem. By using the Services, You understand and acknowledge that You have been made aware of this possibility and You assume this risk before electing to use the Services or pay any Service Fees. You agree that under no circumstances shall Arachnid have any liability to You of any kind whatsoever for any Services interruptions or downtime that may affect access and use of the Services including, but not limited to, the inability to access any saved Player Data.
9. PLAYER DATA TRANSMISSION & STORAGE DISCLAIMER. ARACHNID DOES NOT AND CANNOT CONTROL THE AVAILABILITY OF ANY PLAYER DATA THROUGH THE SERVICES AS THIS DEPENDS IN LARGE PART ON THE PERFORMANCE OF SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS CAUSED BY THESE THIRD PARTIES CAN PRODUCE SITUATIONS DURING WHICH ANY CONNECTION TO THE INTERNET AND/OR TO ANY OF OUR DATABASES (OR PORTIONS THEREOF) MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH ARACHNID WILL USE REASONABLE EFFORTS TO TAKE ACTIONS ARACHNID DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, ARACHNID DOES NOT GUARANTEE THAT SUCH DISRUPTIONS OR IMPAIRMENTS WILL NOT OCCUR. ACCORDINGLY, ARACHNID SHALL NOT HAVE ANY LIABILITY TO YOU RESULTING FROM THE FAILURE TO TRANSMIT AND/OR STORE ANY PLAYER DATA FOR ANY REASON.
10. LIMITATION OF LIABILITY. ARACHNID SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER INDIRECT DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUES, LOST DATA OR LOSS OF GOODWILL, OR FOR ANY OTHER DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO YOUR USE OR INABILITY TO USE THE SERVICES IN ANY MANNER WHATSOEVER INCLUDING, BUT NOT LIMITED TO, USE OR RELIANCE ON ANY PLAYER DATA OR ANY MATERIALS OR FOR ANY PLAYER DATA THAT IS ACCESSED BY THIRD PARTIES ILLEGALLY WITHOUT AUTHORIZATION THROUGH THIS WEBSITE OR THROUGH ANY OF OUR DATABASES. ARACHNID SHALL NOT BE LIABLE AS STATED ABOVE REGARDLESS OF THE CAUSE OF ANY DAMAGE INCURRED, INCLUDING ANY DAMAGES NOT FORESEEABLE BY US AND REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTS (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ARACHNID HAS BEEN ADVISED OF THE SAME. YOU ACKNOWLEDGE THIS MEANS YOU MAY BE WAIVING RIGHTS CONCERNING CLAIMS THAT ARE UNKNOWN OR ARE UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF AND YOUR RIGHTS UNDER ANY LAW THAT OTHERWISE MIGHT LIMIT WAIVER OF SUCH CLAIMS.
YOU AGREE THAT THE TOTAL AMOUNT OF ANY DAMAGES INCURRED BY YOU FROM YOUR USE OF THE SERVICES SHALL BE LIMITED TO THE SUM OF $100.00 WHICH SUM IS MEANT TO COMPENSATE YOU FOR ALL DAMAGES STEMMING FROM YOUR USE NO MATTER WHEN SUCH USE OCCURS.
11. Exceptions to Disclaimers & Limitations. Some jurisdictions do not allow the waiver of certain warranties or the limitation of liability for certain damages. Accordingly, some of the above warranty disclaimers and limitations of liability may not apply to You. To the extent that we may not disclaim any implied warranty or limit its damages, the scope and duration of any required warranties under law and the extent of our liability shall be as limited as allowed under any applicable laws.
12. Arachnid Data Collection & Use. You agree that Arachnid may collect aggregated statistics related to Your direct use of the Services that may be used by Arachnid to support, improve and enhance the Services generally or for any other internal use as set forth in our Privacy Policy. Also, in connection with any investigation by law enforcement agencies, we may be required to disclose to such agencies any of Your personally identifiable information and/or Player Data in connection with Your use of the Services and we shall not be held liable to You for any such disclosure. Please review our Privacy Policy to learn more.
THIRD-PARTY PARTNER DATA SHARING
YOU MAY BE GIVEN THE OPPORTUNITY TO PARTICIPATE IN SERVICES THAT ARE PROVIDED BY OUR THIRD PARTY PARTNERS BY CLICKING ON ANY THIRD PARTY LINKS CONTAINED ON OUR WEBSITE OR OTHERWISE MADE AVAILABLE TO YOU BY LEAGUE OR TOURNAMENT OPERATORS USING OUR LEAGUELEADER PLATFORM. BY SUBMITTING ANY REQUESTED INFORMATION TO THESE THIRD PARTIES, YOU AFFIRMATIVELY CONSENT TO THE SHARING OF THAT INFORMATION BY SUCH THIRD-PARTIES FOR THE PURPOSES STATED BY THEM. ANY INFORMATION INCLUDING ANY PLAYER DATA USED BY ANY THIRD-PARTIES MAY BE SUBJECT TO A DIFFERENT SET OF PRACTICES THAN THOSE DESCRIBED UNDER THIS POLICY AND WE ARE NOT RESPONSIBLE FOR THE PRIVACY PRACTICES OF ANY OF SUCH THIRD PARTIES. YOU SHOULD READ THE PRIVACY POLICY CONTAINED ON THE WEBSITE OR APP OF ANY THIRD PARTY PARTNERS BEFORE YOU PROVIDE ANY INFORMATION TO THAT PARTY. YOU AGREE THAT WE SHALL NOT, UNDER ANY CIRCUMSTANCES, HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES OF ANY KIND WHATSOEVER FOR THE MANNER IN WHICH ANY SUCH THIRD PARTIES USE OR DISCLOSE ANY PERSONAL, BILLING OR OTHER INFORMATION YOU PROVIDE VOLUNTARILY, OR THAT IS COLLECTED BY THEM, RELATED TO YOUR ACCESS OR USE OF THE SERVICES.
13. ARBITRATION. THE PARTIES TO GIVE UP THEIR RESPECTIVE RIGHTS TO BRING ANY CLAIMS RELATING TO THIS AGREEMENT BEFORE A COURT OF LAW OR OTHER LEGAL TRIBUNAL AND TO RESOLVE ALL DISPUTES OR CLAIMS EXCLUSIVELY BY ARBITRATION UNLESS OTHERWISE STATED IN THIS AGREEMENT. Except for actions to protect any intellectual property rights, to remedy any breach of any of the terms of Section 3, and to enforce an arbitrator’s decision hereunder, any claims, disputes or controversies of whatever kind and nature, whether preexisting, present or future between You and Arachnid, our agents, employees, members, managers, officers, successors and assigns, to the extent applicable, arising from or relating to this Agreement, its interpretation or validity, shall be resolved exclusively by binding arbitration under the then-current rules of the American Arbitration Association (“AAA”) and shall be administered by the AAA. Notwithstanding the foregoing, to the extent You has in any manner violated or threatened to violate Arachnid’s intellectual property rights, Arachnid may seek injunctive or other appropriate relief in state or federal court under the terms of this Agreement. Any arbitration proceeding shall be brought and heard exclusively in Winnebago County, State of Illinois, USA. The arbitrator shall be authorized to grant any relief available under law or in equity and any award rendered shall be final and conclusive upon the parties, except that the arbitrator shall not be authorized to award punitive damages to either You or Arachnid. Any judgment may be entered in any court having jurisdiction and the arbitrator may award reasonable costs and fees, including reasonable attorney’s fees and all arbitration fees, to the prevailing party, notwithstanding the then-current rules of the AAA.
14. MODIFICATIONS
We reserve the right, at any time, to amend the provisions of this Agreement. If You do not accept any amendments, this Agreement will terminate. Please regularly check this Agreement as posted on this Website to view the then-current terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, if we post amended terms to this Agreement on our Website, such terms will automatically become effective, shall be incorporated into this Agreement immediately upon being posted, and if inconsistent with any other terms and conditions of this Agreement, shall supersede any such conflicting terms or conditions. By accessing and using our Website and the Services after such revised terms are posted, You agree to be bound by any such revised terms. You agree to periodically visit our Website to examine the then-current terms and conditions of this Agreement. Your access and use of the Website and the Services will always be subject to the most current versions of these Terms of Service and our Privacy Policy in effect at the time of such use. Please regularly review the Terms of Use on the home page of the Website to view the then-current Terms of Service and Privacy Policy.
15. Miscellaneous:
A. Entire Agreement. You agree that this Agreement constitutes the complete and exclusive agreement regarding Your access to and use of the Services and any Player Data, and supersedes any prior communications, representations or agreements of the parties, whether written or oral. This Agreement cannot be altered, amended, or modified except in writing executed by an authorized representative of each party. Neither electronic mail nor instant or text messaging shall be considered a writing sufficient to change, modify, extend or otherwise affect the terms of this agreement.
B. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality, and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.
C. Venue & Choice of Law. Any claims, demands, controversies or legal proceedings arising out of or related to this Agreement and/or the Services may only be brought exclusively in the 17th Circuit Judicial Court situated in Winnebago County, Illinois, USA, and You hereby expressly agree to submit to the personal jurisdiction of such court and consent to extra-territorial service of process. Further, You waive any right to challenge the selection and choice of jurisdiction and You acknowledge that the right of selection of jurisdiction being waived by You is a valid part of the consideration of allowing access to and use of the Services by You. This Agreement shall be construed and enforced under the laws of the state of Illinois, USA, without regard to any applicable conflict of laws principles and without regard to any applicable International laws, treaties or regulations.
D. Waiver. The waiver of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver by Arachnid of any other or subsequent breach by You.
E. Prior Dealings. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of or interpretation of any provision contained in this Agreement.
F. Assignment. This Agreement inures to the benefit of and is binding upon the parties and their successors and assigns. You may not assign, delegate or otherwise transfer all or any part of Your rights or obligations under this Agreement without the prior written consent of Arachnid. Any such attempted assignment, delegation, or transfer will be null and void.
G. Survival. Any provisions in this Agreement which by their nature extend beyond the termination or expiration of any right to use the Services including, but not limited to, the restrictions set forth related to Your rights and use of any Player Data under Section 3 and Your obligations under Section 8 will remain in effect until fulfilled and will apply to both parties’ respective successors and permitted assigns.
H. No Joint Venture or Partnership Relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture or combined entity by or between Arachnid and You or to make either the agent of the other and neither shall have the authority to bind the other. Arachnid and You each agree not to hold the other out as a partner, joint venturer, combined entity or agent of the other. Each party is and is intended to be engaged in its own and entirely separate business. Each party shall be solely responsible for determining the applicability of, and compliance with, any present and future federal, state and local laws, orders, codes, regulations, and ordinances that may apply to each party and their respective businesses and employees.
I. Force Majeure. Arachnid shall not be liable for any delay or failure in our performance under this Agreement due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of our vendors or service providers, unavailability of interruption or delay in telecommunications or third party services (including website hosting or DNS propagation), failure of third party software or hardware or inability to obtain any hardware or equipment needed to host the Services or otherwise fulfill our obligations to You under this Agreement.
J. Counterparts. This Agreement may be executed by any one or more of the parties to this Agreement in any number of counterparts, including by facsimile transmissions, each of which shall be deemed to be an original, including those sent by facsimile transmission, but all such counterparts shall together constitute the same instrument.