Terms of Use

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 23.

AS DETAILED IN SECTION 7, FANLABEL RESERVES THE RIGHT TO SET A MINIMUM THRESHOLD FOR REDEEMING PRIZES OR WITHDRAWING WALLET FUNDS AND SET A MAXIMUM DEPOSIT LIMIT.

This Terms of Use and End User License Agreement (“Terms”) is a legal agreement between you (the “user”) and Fan Label, LLC. (“FanLabel”, “we”, “us”). The Terms govern your access and use of all websites, applications and other online products and services provided by us that link to these Terms, including www.fanlabel.com (and all related subdomains) (the “Site”), the “SongPicks by FanLabel” mobile application (the “App”), and related online and offline services thereto, including any services, transactions, or engagement you might have with us (collectively, the “Services”).

The Terms apply regardless of the device used to access the Services, including without limitation a personal computer, mobile device, consumer electronics device, or any other technology or software known today or developed in the future.

These Terms incorporate our Official Contest Rules, and any additional terms, including, without limitation, end user license agreements, privacy policies, rules and conditions of participation in particular contests, sweepstakes, or promotion terms or rules (collectively, “Other Governing Agreements”) issued by FanLabel from time to time, in accord with Section 3 below.

Acceptance of Terms

BY USING OR OTHERWISE ACCESSING THE SERVICES, OR TAKING ANY ACTION TO ACCEPT OR AGREE TO THESE TERMS WHERE THE OPTION IS MADE AVAILABLE, YOU, YOUR HEIRS, AND ASSIGNS (COLLECTIVELY, “YOU”) AGREE TO BE BOUND BY THESE TERMS, THE OFFICIAL CONTEST RULES, ACKNOWLEDGE OUR PRIVACY POLICY, AND ACCEPT ALL OTHER GOVERNING AGREEMENTS.

Modification to Terms

Except for Section 23 providing for binding arbitration and a waiver of class action rights, FanLabel reserves the right, at its sole discretion, to modify or replace the Terms at any time. You shall be responsible for reviewing and becoming familiar with any such modifications. Any changes will be incorporated into the Terms and you should check the Terms periodically for updates. Changes will be effective immediately unless otherwise provided. Use of the Services by you following such modification constitutes your acceptance of the Terms as modified.

Privacy Policy and Other Terms

Please review the FanLabel Privacy Policy, which is hereby incorporated by reference (the “FanLabel Privacy Policy”) and governs our use and collection of your information. In the event that you are required to agree to an Other Governing Agreement in order to use, access and/or download such other service, the Other Governing Agreement will govern to the extent there is a conflict between these Terms and the Other Governing Agreement. FanLabel may issue additional terms, rules and conditions of participation in particular contests. You agree to be subject to those additional rules if you participate in such contests.

Eligibility

By accessing or using the Services, you represent and warrant that you are eligible in accordance with the requirements of this Terms of Use. If you do not meet the eligibility requirements of this section, then you are not permitted to use the Services and you agree that you will not use the Services. In addition to any other rights that FanLabel may have in law or equity, FanLabel reserves the right to suspend or terminate the account of any purported user of the Services that, in our sole discretion, does not meet the foregoing requirements.

FanLabel may require you to provide proof that you are eligible to participate according to this Section 4 prior to registering, depositing funds, entering a contest, or receiving a prize. This includes by requesting that you fill out an affidavit of eligibility or other verification information (as discussed in Sections 5 and 6 below). If FanLabel otherwise determines, in our sole discretion, that you do not meet the eligibility requirements of this section, in addition to any rights that FanLabel may have in law or equity, FanLabel reserves the right to terminate your account, eliminate pending entries, withhold or revoke the awarding of any prizes associated with your account or limit your ability to withdraw funds. In such a situation, FanLabel may pay out any withheld or revoked prizes to the other entrant(s) in the relevant contest in a manner consistent with the prize structure of the contest, to be precisely determined by FanLabel in its sole discretion. FanLabel also reserves the right to withhold revoked prizes to use in furtherance of its fraud prevention or anti-money laundering efforts.

FanLabel employees may use the Services for the purpose of testing the user experience, but may not enter paid contests unless they are private contests with other FanLabel employees. Relatives of FanLabel employees with whom they share a household are not eligible to participate in paid contests unless they are private contests with other FanLabel employees or household members.

FanLabel consultants or promoters of the Services may play in contests without such limitation, but only if (i) their arrangement with FanLabel does not permit them to have any access to the source code underlying the FanLabel Services and (ii) they do not receive any other advantages in their play on the Services.

You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. Access to and use of the Services is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law.

By creating an account, depositing funds, and/or entering a contest, you are representing and warranting that:

• you are a natural person of at least 18 years of age or the age of majority in your jurisdiction, whichever is higher, who is personally assigned to the email address and/or other information submitted in relation to your account;
• you are a citizen or resident of (and have an address in) the United States of America or another jurisdiction in which participation in the contest is not prohibited by applicable law;
• you do not have non-public knowledge regarding any of the music involved in the use of the Services , or by employment or affiliation with a music distributor, radio station, streaming platform, publisher, rights management company, talent management company, or other affiliated entity have the ability to influence or have non-public information regarding the sales, streaming, licensing, or other use of music, including both publishing and sound recording use (collectively “Excluded Individuals”). Examples of Excluded Individuals with the ability to influence music use or have non-public information on music use includes, but is not limited to: radio stations and their employees, streaming services and their employees, social media users or other online services engaged in campaigns to influence music consumption, performing rights organizations and their employees, and music label or publishing companies and their employees.
• at the time of deposit, participation in a contest (i.e., submission of selections), and withdrawal, you are not physically located in one of the following States: Arizona, Iowa, Louisiana, Michigan, South Carolina, and Washington
• you will abide at all times by these Terms and any Other Governing Agreement between you and FanLabel regarding your use of the Services or participation in contests;
• the name on your bank account, credit card, and other payment and withdrawal information provided matches the name on your account;
• you are not subject to backup withholding tax because: (a) you are exempt from backup withholding, or (b) you have not been notified by the Internal Revenue Service (IRS) that you are subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified you that you are no longer subject to backup withholding.

Participation, Registration, and Third-Party Services

Conditions of Participation and Registration

In order to use the Services, including participation in a contest on the Services, you are required to register for an account. By registering for an account, you agree to: (i) provide accurate, current and complete information about yourself (including any information conveyed via a third party service, as discussed below in Section 5.2) as prompted (such information being the “Registration Data”); (ii) maintain the security and confidentiality of the Registration Data; (iii) promptly update the Registration Data to keep it accurate, current and complete; (iv) ensure that others do not use your account; and (v) notify FanLabel immediately in the event of unauthorized use of, or any other breach of your Registration Data.

If you provide any Registration Data that is inaccurate, not current or incomplete, or FanLabel has reasonable grounds to suspect that such Registration Data is inaccurate, not current or incomplete, FanLabel may deny you access to areas requiring registration or terminate your account, at its sole discretion. You agree that FanLabel is not liable for any loss or damage resulting from your failure to maintain the confidentiality of your account as provided herein. FanLabel may assume that any communications FanLabel receives under your password have been made by you. You are fully responsible for all uses of your account, whether by you or others. You acknowledge and agree that

FanLabel is authorized to act on instructions received through use of your Registration Data, and that FanLabel may, but is not obligated to, deny access or block any transaction made through use of your Registration Data without prior notice if we believe in our sole discretion such information is being used by someone other than you, or for any other reason.

You may establish, maintain, use and control only one account on the Services. Each account on the Services may only be owned, maintained, used and controlled by only one individual. For avoidance of doubt, users may not “co-own” accounts on the Services. In the event FanLabel determines that you have opened, maintained, used or controlled more than one account, in addition to any other rights that FanLabel may have, FanLabel reserves the right to suspend or terminate any or all of your accounts and terminate, withhold or revoke the awarding of any prizes.

You agree that the sole and specific purpose of registering an account on FanLabel is to participate in contests, challenges, or other offerings on the Services. FanLabel shall be entitled to suspend, limit or terminate your account if we determine, in our sole discretion, that you are engaging in activities or transactions on the Services without the intention of using the Services. In such circumstances, we may also report such activity to relevant authorities.

You may not use a username that promotes a commercial venture or a username that FanLabel in its sole discretion deems offensive. Many portions of the Services require registration for access (the “Restricted Areas”). FanLabel may require you to change your username or may unilaterally change your username.

By providing an email address, you authorize FanLabel to provide you with important announcements, relevant promotions, and other related communications relating to the Services and contests, consistent with the FanLabel Privacy Policy. You may opt out of these communications at any time by emailing us at [email protected].

FanLabel cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

Registration and Integration with Third-Party Services

You may choose to register for an account and/or utilize certain features of the Services by logging into third-party services such as Facebook, Google, Spotify, or other third-party services that may be utilized at a later date (collectively, “Third-Party Services”) through FanLabel’s platform. By doing so, you authorize FanLabel to access and use certain information from your Third-Party Services accounts as permitted by the privacy settings of those services and applicable laws. Your use of Third-Party Services on the FanLabel’s Services is subject to the terms and conditions and privacy policies or content of the Third-Party Services. FanLabel is not responsible for the privacy practices or content of Third-Party Services.

When you log in or connect with Third-Party Services through our platform, you agree that FanLabel may collect and store certain information from your Third-Party Services accounts, including your name, email address, profile picture, and other information provided by Third-Party Services. This information may be used as your Registration Data.

FanLabel may use the information collected from your Third-Party Services accounts to enhance your experience on the Services, personalize your account, provide targeted content and/or advertisements, and communicate with you.

You may disconnect your Third-Party Services accounts from FanLabel’s platform at any time by adjusting your account settings. However, note that disconnecting your account may affect certain features and functionalities of the Services.

Disqualification and Cancellation.

FanLabel, in its sole discretion, may disqualify you from a contest or the Services, refuse to award consideration or prizes and require the return of any consideration or prizes, or suspend, limit, or terminate your account if you engage in conduct FanLabel deems, in its sole discretion, to be improper, unfair, fraudulent or otherwise adverse to the operation of the Services or in any way detrimental to other users. Improper conduct includes, but is not limited to:

• falsifying personal information, including payment information, required to use the Services or claim consideration or prizes;
• violating eligible payment method terms, including the terms of any cash rewards payment card, violating any of these rules;
• accumulating consideration or prizes through unauthorized methods such as unauthorized scripts or other automated means;
• tampering with the administration of the Services or trying to in any way tamper with the computer programs associated with the Service;
• obtaining other users’ information and spamming other users;
• abusing the Services in any way;
• or otherwise violating these Terms or any other agreement between you and another user or you and FanLabel regarding your use of the Services or entry into a contest.

You acknowledge that the forfeiture and/or return of any consideration or prizes shall in no way prevent FanLabel from informing the relevant authorities, and/or pursuing criminal or civil proceedings in connection with such conduct.

If for any reason the Services are not running as originally planned (e.g., if the Services become corrupted or do not allow the proper usage and processing of contests in accordance with the rules, or if infection by a computer virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes of any kind, in the sole opinion of FanLabel corrupts or affects the administration, security, fairness, integrity or proper conduct of the Services), FanLabel reserves the right, in its sole discretion, to cancel, terminate, extend, modify, or suspend the contest or Services, and/or select the winner(s) of a contest based on its then-current status. In addition, FanLabel may, in its sole discretion, disqualify any individual implicated in or relating to the cause.

FanLabel reserves the right to cancel, terminate, modify, or suspend contests or other Services, in our sole discretion, without any restrictions, in which case notification may be posted through the Services.

The failure of FanLabel to comply with any provision of these Terms due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities outside of the control of FanLabel (excepting compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of these Terms.

Deposits, Redemption, and Taxes

• Deposits. The Services may provide you the opportunity to deposit funds into your account’s wallet (“Wallet Funds”), which you may use to enter contests. Prizes you win will also be disbursed as Wallet Funds.
  
• Required Information and Verification. By depositing funds, entering contests or challenges, withdrawing funds, or receiving consideration or other prizes, you agree to provide us with information we request, which may include a valid address, date of birth, government identifiers, and social security number, and any other information we may require in order to run appropriate identity checks and comply with applicable rules and regulations. If necessary, you may be required to provide appropriate documentation that allows us to verify you. While your account is pending verification, you may be able to deposit funds into your account, and participate in contests, but you will not be able to withdraw any funds from your account or receive consideration or other prizes until verification is complete. If we are unable to verify you, we reserve the right to suspend your account and withhold any funds or other prizes until such time as we have been able to successfully verify you.
  
  We also may conduct checks for compliance with these Terms and Other Governing Agreements, including anti-fraud checks on playing patterns and deposits prior to processing a withdrawal, and we may request additional information before permitting a withdrawal. Subject to such checks and other compliance determinations, you may close your account and withdraw your deposits and/or prizes you have won at any time and for any reason as long as your account is active. Wallet Funds are held in a separate, segregated bank account by FanLabel. As long as your account is active, these funds belong to you, subject to review for evidence of fraud, verification or other prohibited conduct as described above, and FanLabel may not use them to cover its operating expenses or for other purposes. Your withdrawals will be made from this segregated bank account, and checks issued from that account may bear the name of a subsidiary of FanLabel. FanLabel may limit the amount a user can deposit into his or her account in its sole discretion and/or in accordance with potentially applicable state-imposed limits.

• Purchases. The Services may provide you the opportunity to make purchases from FanLabel (collectively, “Transactions”) through various sections of the Services, which are processed by our payment processing partner. Your purchases are also subject to the terms and privacy policies of these third parties, as applicable, and you should ensure you understand them. We may limit the total amount that can be deposited at any one time, and/or limit the total amount of value that may be held in your account in the aggregate. If you are found to have one or more of your deposits returned, reversed, or charged back, we may suspend or terminate your account in our sole discretion.

• Pricing. The price of any purchase you make will be the price indicated on the order page. We may revise the pricing for goods or services offered through the Services at any time. All payments required by these Terms are stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon, excluding taxes based on our net income (collectively, “Taxes”). You shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the Services. Taxes shall not be deducted from the payments to FanLabel, except as required by law, in which case you shall increase the amount payable as necessary so that after making all required deductions and withholdings, FanLabel receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made.
  
  When your purchase is complete and payment is approved, we may send you a confirmation email with your order details. Please confirm that the order details in the confirmation message are correct and keep a copy for your records.

• Payment Method. You can pay for your purchase with a major credit card or through other payment methods made available during the purchase process (“Payment Method”). Accepted Payment Methods may vary based on your location. If your payment is unsuccessful by reason of insufficient funds, expiration, or otherwise, you remain responsible for any uncollected amount. If you are found to have one or more of your purchases returned and/or reversed or charged back, your account will be suspended or terminated, in FanLabel’s sole discretion.

• Refunds. Except as otherwise stated herein or required by applicable law, payments are final and non-refundable. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit in one instance, we are under no obligation to issue the same refund or credit in the future.
  
  If you transact for any licensed content (e.g., goods or items), we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access the selected licensed content for personal, non-commercial use in accordance with these Terms of Service, and any additional terms that may be presented as you complete the transaction. Your license to the licensed content has no cash value, cannot be exchanged for real money, real goods, or real services. If you close your account, you will lose access to the licensed content associated with your account and will not receive a refund or other value for such licensed content unless required by law. All rights and title in licensed content not expressly granted to you are reserved. If you violate any applicable terms, your rights to the licensed content will immediately terminate, and we may take other action. We reserve the right to change, remove, revoke, limit, or modify any licensed content at any time without any liability to you.

• No Cancellation or Return of Entries. Wallet Funds that have been used to enter a contest cannot be changed, withdrawn, or canceled, and the applicable funds will be drawn from your account instantly upon use.

• Minimum Threshold for Redemption. FANLABEL RESERVES THE RIGHT TO SET A MINIMUM THRESHOLD FOR WITHDRAWAL. YOU MAY NOT BE ABLE TO WITHDRAW WALLET FUNDS IN AN AMOUNT BELOW THAT MINIMUM THRESHOLD.

• EXPIRATION FOR INACTIVITY. FANLABEL RESERVES THE RIGHT TO EXPIRE ACCOUNTS AND ALL WALLET FUNDS ASSOCIATED WITH AN ACCOUNT FOR INACTIVITY. CURRENTLY, IF YOUR FANLABEL ACCOUNT HAS NO ACTIVITY (INCLUDING FAILING TO LOGIN OR OTHERWISE ACCESS THE SERVICES IN DIRECT ASSOCIATION WITH YOUR ACCOUNT) FOR SIX (6) CONSECUTIVE MONTHS, YOUR ACCOUNT MAY AUTOMATICALLY BE DEEMED “INACTIVE.” ONCE YOUR ACCOUNT BECOMES “INACTIVE,” WE MAY AUTOMATICALLY TERMINATE YOUR ACCOUNT AND YOU WILL FORFEIT ALL WALLET FUNDS AND LICENSED CONTENT ASSOCIATED WITH YOUR ACCOUNT. WE WILL NOT OFFER A REFUND TO YOU FOR ANY WALLET FUNDS OR OTHERWISE PROVIDE YOU WITH ANYTHING OF VALUE FOR.

• OTHER LIMITATIONS.
  YOU ARE ONLY ALLOWED TO OBTAIN LICENSED CONTENT FROM US OR OUR AUTHORIZED PARTNERS THROUGH THE SERVICES, AND NOT IN ANY OTHER WAY.
  
  ANY LICENSED CONTENT AVAILABLE IN THE SERVICES ARE NOT EXCHANGEABLE FOR REAL MONEY, REAL GOODS, OR REAL SERVICES FROM US OR OTHERS. LICENSED CONTENT ARE NON-TRANSFERRABLE AND MAY NOT BE RESOLD. THE USE OF LICENSED CONTENT WITHIN THE SERVICES MAY BE LIMITED AS DESCRIBED IN THESE TERMS AND OTHER GOVERNING AGREEMENTS. WE RESERVE THE RIGHT TO CONTROL, REGULATE, CHANGE, REMOVE, EXPIRE, LIMIT, OR MODIFY ANY LICENSED CONTENT AT ANY TIME WITHOUT ANY LIABILITY TO YOU. IF YOUR ACCOUNT IS CANCELED FOR ANY OR NO REASON, YOU MAY FORFEIT ANY PENDING, CURRENT, OR FUTURE LICENSED CONTENT AND ANY OTHER FORMS OF UNREDEEMED VALUE IN OR ASSOCIATED WITH YOUR ACCOUNT WITHOUT PRIOR NOTICE TO YOU
• TRANSFER OF WALLET FUNDS AND ACCOUNTS. THE SALE OR TRANSFER OF WALLET FUNDS OR ACCOUNTS IS STRICTLY PROHIBITED. ANY ATTEMPT TO DO SO IS IN VIOLATION OF THESE TERMS AND MAY RESULT IN TERMINATION OF THE ACCOUNT(S) INVOLVED, LIFETIME BANS, AND POSSIBLE LEGAL ACTION.
• Tax Requirements. Each year all winners who have won $600 or more in cash or other prizes, such as gift cards, over the previous year must provide updated address and social security details to FanLabel. These details will be used to allow FanLabel to comply with tax regulations and may be shared with appropriate tax authorities. You, not FanLabel, are responsible for filing and paying applicable state and federal taxes, duties, levies and/or fees on any prizes you win. FanLabel does not provide tax advice, nor should any statements in this agreement or on the Services be construed as tax advice.

Publicity

By entering a contest, you consent to FanLabel’s and its service providers’ and business partners’ use of your name, username, state and country of residence, age, challenge and song draft participation, paid entry participation, and photos in connection with the development, production, distribution and/or exploitation (including marketing and promotion) of the selected contest and/or other FanLabel contests and FanLabel generally, unless otherwise prohibited by law. FanLabel and its business partners reserve the right to make public statements about the entrants and winner(s), on-air, on the Internet, or otherwise, prior to, during, or following the contest. Entrants agree that FanLabel may announce any winner’s name on-air or on any of its websites or any other location at any time in connection with the marketing and promotion of FanLabel or other contests or games operated by FanLabel. You agree that participation in and (where applicable) the winning of a prize in connection with a contest constitute complete compensation for your obligations under this paragraph, and you agree not to seek to charge a fee or impose other conditions on the fulfillment of these obligations. The rules specific to certain contests may contain additional publicity obligations or may require a written signature on a separate publicity waiver.

Contests

FanLabel offers separate sets of contests, either free-play or paid entry contests. Each contest is governed by the specific contest rules, scoring rules, controls and guidelines for that contest as may be described in the Other Governing Agreements. Such rules, scoring rules, controls and guidelines form part of these Terms and you agree that you shall comply with them in respect of each individual contest which you choose to enter.

Games of Skill. FanLabel offers games of skill. Winners are determined by the criteria stated in each contest’s rules. For each contest, winners are determined by the entrants exhibiting their skill in music industry knowledge.

Bonus Credits. We may offer credit bonuses to newly depositing users and for other marketing purposes. Any bonus credits a user receives is for entry into contests on FanLabel and can only be withdrawn if the user has fulfilled the obligations imposed on that bonus offer, which may include depositing funds into their FanLabel account, entering contests, or winning contests. In the event of abuse of the bonus system by any user, FanLabel reserves the right to retract your user bonus. In cases where you have participated in a promotion to receive a bonus or other benefit, you may be required to play through your deposit (by entering contests) whose total entry fees equal the value of the deposit to receive the entirety of such bonus.

Access to the Services

You must provide, at your own expense, the equipment, software, subscriptions, Internet connections or devices and/or service plans, which may include, without limitation, content from music subscription or other service providers, as may be required to access and/or use the Services. FanLabel does not guarantee that the Services or all portion(s) thereof can be accessed on all devices, or in connection with all music subscription services or other service providers. FanLabel does not guarantee that the Services are available in all geographic locations. You acknowledge that when you use the Services, your Internet provider or music subscription service provider or other service provider may charge you fees for access, data, and/or other contents, products, or services. Check with your applicable provider(s) to see if there are any such fees that apply to you.

User Content

• Posting and Transmission of User Content. The Services may enable you to submit, post, upload, or otherwise make available through the Services content such as profile information, communications with other users, whether privately or made publicly available, video clips, photographs, public messages, ideas, comments and other content (collectively, “User Content”) that may or may not be viewable by other users.
  
  You acknowledge and agree that all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom the User Content originated. This means that you, not FanLabel, are entirely responsible for all User Content that you upload, post, share, email, transmit, or otherwise make available via the Service. You further agree that you have all required rights to submit, post, upload or otherwise use or disseminate such User Content without violation of any third-party rights. Under no circumstances will FanLabel be liable in any way for any User Content.
  
  You acknowledge that FanLabel may or may not pre-screen User Content, but that FanLabel and its designees have the right (but not the obligation) in their sole discretion to pre-screen, refuse, permanently delete, undelete, modify and/or move any User Content available via the Service. Without limiting the foregoing, FanLabel and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in FanLabel’s sole discretion. You understand that by using the Service, you may be exposed to User Content that you may consider to be offensive or objectionable. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any User Content. You further acknowledge and agree that you bear the sole risk of reliance on any Content available on or through the Service.
  
  With respect to User Content you submit or otherwise make available on or to the Service, you grant FanLabel an irrevocable, fully sub-licensable, perpetual, world-wide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such User Content (in whole or in part), and to incorporate such User Content into other works, in any format or medium now known or later developed.
  
  You are solely responsible for your interactions with other users of the Service. FanLabel reserves the right, but has no obligation, to monitor disputes between you and other users.
• Feedback. From time to time, you may provide us with comments, suggestions, or ideas for enhancements, improvements, changes, or additions to the Service or our business in general, including ideas for new features, materials, and other content (“Feedback”). By providing us Feedback, you grant to us exclusive ownership of the Feedback and of all intellectual property rights and other rights in it, and you will provide us with reasonable cooperation in documenting this grant. Obscura has no obligation to do anything with Feedback, but we will have the full, worldwide, unencumbered right to use, incorporate, and otherwise fully exercise and exploit any such Feedback via all forms of media, distribution methods, and technology now known or later developed, for any purposes, commercial or otherwise, and to transfer or license our rights in the Feedback, without notice, acknowledgement or compensation to you.

Code of Conduct

You agree not to do or attempt to do any of the following:

• Create or operate multiple user accounts, log into a user account from multiple devices simultaneously, log into a user account from more than five different devices, or log into multiple user accounts from the same device, without FanLabel’s express written consent;

• Participate in a contest on behalf of multiple users (including through multi-accounting) or otherwise collaborate or collude with others to participate in any contest or to achieve competitive advantage;

• Use bots, exploits, or third-party software designed to gain an advantage, perceived or actual, over other users of the Services, or modify or interfere with the Services;
• Violate contest rules, these Terms, any Other Governing Agreement, or any applicable law or regulation;
• Engage in any type of financial fraud, including unauthorized use of credit instruments to enter a contest or claim credits or other prizes or deliberately transfer money between multiple user accounts, or any type of bonus abuse, abuse of the refer-a-friend program, or abuse of any other offers or promotions;
• Tamper with the administration of a contest or tamper with the computer programs or any security measure associated with a contest;
• Post or transmit, or cause to be posted or transmitted, any User Content that are infringing, libelous, defamatory, abusive, offensive, obscene, pornographic or otherwise violates any law or right of any third party;
• Use, replicate, display, mirror or frame (whether directly or through the use of meta tags) the Services or any individual element within the Services, FanLabel’s name, any FanLabel trademark, logo or other proprietary information or intellectual property, or the layout and design of any page or form contained on a page in any manner or format, including the development of any third-party applications that interact with our Services, without FanLabel’s express written consent;
• Access, tamper with, or use non-public areas of the Services, FanLabel’s computer systems, or the technical delivery systems of FanLabel’s providers;
• Probe, scan or test the vulnerability of any FanLabel system or network or breach, compromise, or circumvent any security or authentication measures;
  
• Use methods to disguise your location or otherwise circumvent FanLabel’s tools to control access to the Service;
• Access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by FanLabel;
• Interfere with, disrupt, interrupt, negatively affect or inhibit other users from enjoying the Services, or take actions that could damage, interrupt, disable, overburden or impair the functioning of the Services in any manner;
• Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party without our express written approval to do so or in any manner not permitted by these Terms;
• Decipher, decompile, disassemble or reverse engineer or otherwise derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application or software used to provide the Services);
• Interfere with the access of any user, host or network;
• Collect, harvest, publish, or store any personally identifiable information from the Services from other users of the Services without their express permission or use automated means (including, but not limited to, harvest bots, robots, parser, spiders or screen scrapers) to obtain, collect or access any information on the Services or of any user for any purpose;
• Create a false identity or a user account for anyone other than yourself, impersonate or misrepresent your affiliation with any person or entity or falsify personal information or location information required to enter a contest or claim prizes;
• Transfer, sell, or trade your user account, credentials, or access to the Services to anyone without written permission from FanLabel;
• Solicit or obtain other users’ user account credentials or confidential information or spam other users;
• Abuse the Services in any way; or
• Encourage or enable any other individual or User to do any of the foregoing.

A violation of this Section 12 may result in the removal of your content from the Services and/or the suspension or termination of your account or right and ability to use the Services. You acknowledge and agree that FanLabel may in its sole discretion remove any User Content, block access to the Services or the content therein, and suspend or terminate any account at any time for any reason or no reason. To report abuse of the Terms, please contact us at [email protected].

Limited License Grant

This Section 13 sets forth your limited license to use the Services (“License”). The Services are licensed to you, not sold.

Through your access, use, downloading, and/or installation of the Services, you are acquiring and FanLabel grants you a personal, limited, non-exclusive, non-transferable license to install, use and access the Services for your non-commercial use as set forth in this License. Your acquired rights are subject to your compliance with this License.

Any commercial use is prohibited. You are expressly prohibited from sub-licensing, renting, leasing, transferring or otherwise distributing the Services or any rights to use the Services (including, without limitation, your Registration Data and/or any other similar information). The term of your License shall commence on the date that you install or otherwise access or use the Services, and shall end on the earlier of the date that you dispose of the Services, or FanLabel’s termination of this License.

Further Restrictions

Your right to use the Services is limited to the license grant above, and you may not otherwise copy, display, seek to disable, distribute, perform, publish, modify, transfer, create works from, or use the Services or any component of it, except as expressly authorized by FanLabel. Unless expressly authorized in writing by FanLabel, you are prohibited from making the Services (and/or a copy of the Services) available on or over a network where it could be used and/or downloaded by multiple users. You may not remove or alter any of FanLabel’s trademarks and/or logos, any legal notices included in the Services and/or any related assets. Your right to use the Services is also predicated on your compliance with any applicable terms or agreements you have with third parties when using the Services.

Reservation of Rights

You have obtained a license to the Services and your rights are subject to this License. Except as expressly licensed to you herein, FanLabel and its licensors reserve all right, title and interest in the Services, and all associated copyrights, trademarks, and other intellectual property rights therein. This License is limited to the intellectual property rights of FanLabel and its licensors in the Services and does not include any rights to other patents or intellectual property. Except to the extent permitted under applicable law, you may not decompile, disassemble, or reverse engineer the Services, or any component thereof, by any means whatsoever. You may not remove, alter, or obscure any product or brand identification, copyright, or other intellectual property notices in the Services. All rights not expressly granted herein are reserved by FanLabel.

This License is effective until terminated. Your rights under this License will terminate immediately and automatically without any notice from FanLabel if you fail to comply with any provision of these Terms or any Other Governing Agreement. Promptly upon termination, you must cease all use of the Services and destroy all copies of the Services in your possession or control. Termination will not limit any of FanLabel’s other rights or remedies under these Terms, at law or in equity.

Location and Push Notifications and Other Technologies

To determine your eligibility to use the Services, FanLabel may determine your location using one or more reference points, such as GPS, Beacons and/or software within your personal computer, mobile device, consumer electronics device, video game device or console, or any other equipment. If you have set your device(s) to disable GPS, Bluetooth or other location determining software or do not authorize the Services to access your location data, the Services may not be able to determine your location and you will not be able to access the Services. For more information about how the Services collects, uses and retains your information, please read the FanLabel Privacy Policy.

The Services may provide links to third party applications, services or websites from our Site or Services (including advertising that may link to a third party). You understand that when you click on these links any data which you provide afterwards is subject to that third party’s privacy policy and not to our Privacy Policy. We can take no responsibility for the content, safety, privacy or security of any third party application, service or website.

Updates to the Services

You agree that the Services may automatically download and install updates, upgrades and additional features that FanLabel deems reasonable, beneficial to you and/or reasonably necessary. You acknowledge and agree that any obligation FanLabel may have to support the previous version(s) may be ended upon the availability of the update, upgrade and/or implementation of additional features. This License shall apply to any updates, upgrades and/or additional features that are not distributed with a separate license or other agreement.

Indemnification and Release

By using the Services, you agree to defend, indemnify, release and to hold harmless FanLabel, as well as its officers, directors, employees, shareholders and representatives from and against any claims, liabilities, damages, losses, actions or expenses, including without limitation reasonable legal and accounting fees, of any kind, arising out of or in any way connected with (i) you access to our use of Services or your violation of these Terms; (ii) your User Content; (iii) your interaction with any other users; (iv) your receipt, ownership, use, or misuse of any prize, (v) any of your acts or omissions that implicate publicity rights, defamation, or invasion of privacy, or (iv) any claims made by any third party in connection with your use of the Services, the receipt, ownership, use or misuse of any products or services made available on or through the Services.

We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.

Warranty Disclaimers

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES (INCLUDING THE RELATED WEBSITES, APPS, AND CONTENT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT FANLABEL HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING: WHICH USERS GAIN ACCESS TO OR USE THE SERVICES; WHAT EFFECTS THE CONTENT MAY HAVE ON YOU; HOW YOU MAY INTERPRET OR USE THE CONTENT; OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE CONTENT. YOU RELEASE FANLABEL FROM ALL LIABILITY FOR YOU HAVING ACQUIRED OR NOT ACQUIRED CONTENT THROUGH THE SERVICES. THE SERVICES MAY CONTAIN, OR DIRECT YOU TO OTHER WEBSITES CONTAINING INFORMATION THAT SOME PEOPLE MAY FIND OFFENSIVE OR INAPPROPRIATE. FANLABEL MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND FANLABEL WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES.

Limitations on Liability

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER FANLABEL NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF FANLABEL HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SERVICES; THE USE OR THE INABILITY TO USE THE SITE OR SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; ANY INCORRECT, ILLEGIBLE, MISDIRECTED, STOLEN, INVALID OR INACCURATE INFORMATION; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT AN INDIVIDUAL TO JOIN OR PARTICIPATE IN A CONTEST); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SERVICES OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, TRANSACTIONS, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FANLABEL’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO FANLABEL FOR GENERAL USE OF THE SERVICES DURING THE TERM OF YOUR REGISTRATION FOR THE SERVICES, NOT INCLUDING ANY PAYMENTS FOR CONTESTS RUN PRIOR TO THE CIRCUMSTANCES GIVING RISE TO THE CLAIM.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, LIABILITY OF FANLABEL SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. ADDITIONAL DISCLAIMERS MAY APPEAR WITHIN THE SERVICES AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SERVICES OR THE CONTENT CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. THIS LIMITATION OF LIABILITY SHALL APPLY TO THIRD PARTY CLAIMS AS WELL AS CLAIMS BETWEEN THE PARTIES.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. IF YOU ARE A NEW JERSEY RESIDENT, OR A RESIDENT OF ANOTHER STATE THAT PERMITS THE EXCLUSION OF THESE WARRANTIES AND LIABILITIES, THEN THE ABOVE LIMITATIONS SPECIFICALLY DO APPLY TO YOU.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:

• A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

IF YOU ARE NOT A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER ANY STATUTE OR COMMON LAW PRINCIPLE SIMILAR TO CALIFORNIA CIVIL CODE SECTION 1542 THAT GOVERNS YOUR RIGHTS IN THE JURISDICTION OF YOUR RESIDENCE.

Our Proprietary Rights

All title, ownership and intellectual property rights in and to the Services are owned by FanLabel or its respective licensors. You acknowledge and agree that the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. These Terms do not grant you or any other party any right, title, or interest in the Services or any content in the Services. Except as expressly authorized by FanLabel, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, in whole or in part.

Termination

FanLabel reserves the right at any time to modify, suspend, discontinue, or terminate, temporarily or permanently, the Services or associated services (or any part thereof), with or without notice. You agree that FanLabel shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services or associated services.

We do not guarantee that any of our Services will be available at all times or at any given time or that we will continue to offer all or any of our Services for any particular length of time. We may change and update our Services without notice to you. We make no warranty or representation regarding the availability of our Services and reserve the right to modify or discontinue the Services in our sole discretion without notice, including for example, ceasing a contest or other Services for technical reasons (such as technical difficulties experienced by us or on the internet) or to allow us to improve user experience. NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOU ACKNOWLEDGE AND AGREE THAT ANY OR ALL OF OUR SERVICES MAY BE TERMINATED IN WHOLE OR IN PART AT OUR SOLE DISCRETION WITHOUT NOTICE TO YOU. YOU ASSUME ANY AND ALL RISK OF LOSS ASSOCIATED WITH THE TERMINATION OF OUR SERVICES.

FanLabel may terminate or suspend all or part of your account immediately, without prior notice or liability, if you breach any of the terms or conditions of the Terms or FanLabel Privacy Policy. Upon termination of your account, your right to use the Services will immediately cease. You will, however, have the opportunity to withdraw all eligible funds in your account at the time of termination, unless FanLabel, in its sole discretion, determines that those funds are disputed or otherwise were not earned in compliance with these Terms or the law.

If you wish to terminate your account, you may simply discontinue using the Services or contact us at [email protected] via an email expressly stating that you wish to terminate your account.

All provisions of these Terms, which by their nature should survive termination, shall survive termination, including, without limitation, Conditions of Participation (except for Registration and username, password, and Security), Conduct, Limited License Grant, Warranty Disclaimers, Indemnity, Limitations of Liability, Our Proprietary Rights, Binding Arbitration and Class Action Waiver.

Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT.

• Class Action Waiver. Disputes between us must be resolved on an individual basis. YOU AND FANLABEL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER IN ARBITRATION OR LITIGATION ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. If there is a final judicial determination that applicable law precludes enforcement of this paragraph’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies. This subsection does not prevent you or FanLabel from participating in a class-wide settlement of claims.
  
  Unless both you and FanLabel agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award 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 individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief or request for relief (such as a request for public injunctive relief) and all appeals have been exhausted or the decision is otherwise final, then the parties agree that such a claim or request for relief shall be decided by a court only after all other claims and requests for relief are arbitrated.
  
  Next, we will try to resolve our disputes informally before initiating a legal proceeding.

• Informal Dispute Resolution Procedure. If a Dispute (as defined below) arises between you and FanLabel, FanLabel is committed to working with you to try to reach a reasonable resolution. For any such Dispute, both parties acknowledge and agree that they will first use good faith efforts to settle the Dispute informally and directly through consultation and negotiations before initiating any formal dispute resolution proceeding in arbitration or otherwise. Such informal resolution requires first sending a written description of the dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address utilized as your username and profile associated with your account, if applicable, to FanLabel, 34300 Woodward Ave. Birmingham, MI and [email protected]. The written description must be on an individual basis and provide, at minimum, the following information: your name and contact information; a description of the nature or basis of the claim or dispute; the specific relief sought; and proof of your relationship with FanLabel. Unless the parties agree to extend the period for informal resolution, if the Dispute is not resolved within sixty (60) days after receipt of the written description of the Dispute, you and FanLabel agree to the further Dispute resolution provisions below.
  
  The informal dispute resolution procedure in this Section 23.2 is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution procedure.

• Mutual Arbitration Agreement. If the informal dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes, (except as provided in herein) subject to the terms set forth below and the National Arbitration and Mediation (“NAM”) rules. If you are initiating arbitration, a copy of the demand shall also be emailed to [email protected]. If you are a FanLabel account holder, any demand filed by you initiating arbitration must include the email address you used to log onto FanLabel, as well as any profile associated with that account that is controlled by you.
  
  You and FanLabel agree that the terms of this Section 23 (collectively the “Arbitration Agreement”) govern any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, the Terms of Use, or your use of the Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory (each a “Dispute” and collectively “Disputes”).
  
  The parties further agree that the determination of the scope, enforceability, or applicability of this Arbitration Agreement, including, but not limited to any claim that all or any part thereof of this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment) will be resolved exclusively by final and binding arbitration in accordance with this Section 23.
  
  The only matters excluded from this Arbitration Agreement are the litigation of certain intellectual property and small court claims, as provided below.

This Arbitration Agreement supersedes any prior Arbitration Agreement entered by the parties and is applicable to unfiled claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein.

The parties agree that this Arbitration Agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.

Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or

federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

• Class Arbitration and Collective Relief Waiver. YOU AND FANLABEL ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN SECTION 23.7 BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR COLLECTIVE ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM. NOTWITHSTANDING THIS ACKNOWLEDGEMENT AND AGREEMENT, ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF FANLABEL PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.
  
  With the exception of this Section 23.4 and 23.7 and 23.8 below, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of NAM, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, this Section 23.4 or Sections 23.7 or 23.8 are found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor FanLabel shall be entitled to arbitrate their Dispute.

• Arbitration Rules. The arbitration will be administered by NAM and conducted before a single arbitrator in accordance with the rules of NAM, including, as applicable, NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Supplemental Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at [email protected].

• Arbitration Location and Procedure. For all U.S. residents, the arbitration shall be held (i) at a location determined under the applicable NAM rules and procedures that is reasonably convenient for you and is no more than 100 miles from your home or place of business; or (ii) at another location you and we agree upon. For non-U.S. residents, the arbitration shall be held in New York (unless otherwise agreed by the parties). The arbitrator shall apply New York law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.
  
  If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and FanLabel submit to the arbitrator, unless the arbitrator determines that a hearing is necessary, or the parties agree otherwise. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.
  
  Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and FanLabel (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

• Mass Arbitration. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM against FanLabel (a “Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 10 demands per batch (to the extent there are fewer than 10 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each demand within the batch (the same arbitrator may preside over multiple demands in a batch if the relevant claimants and FanLabel so agree); (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 10 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by FanLabel and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; (vi) that the staged process of batched proceedings, with each set including 10 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved; and (vii) to make good faith efforts to resolve each batch of demands within 180-days, failing which any of the claimants or FanLabel may cease arbitration and file in a court of competent jurisdiction.
  
  Arbitrator selection for the demands in each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings for each demand within a batch will be conducted.
  
  You agree to cooperate in good faith with FanLabel and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of demands. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of demands necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless FanLabel otherwise consents in writing, FanLabel does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 23.7. If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.
  
  The parties agree that this batching provision is integral to the Arbitration Agreement insofar as it applies to a Mass Filing. If the batching provision in this Section 23.7 or the engagement of a mediator in Section 23.8 is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor FanLabel shall be entitled to arbitrate any claim that is a part of the Mass Filing.

• Mediation Following First Batch in a Mass Filing. The results of the first batch of demands will be given to a NAM mediator selected from a group of 5 mediators initially proposed by NAM, with FanLabel and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, FanLabel, the remaining claimants and their counsel, and the mediator will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either FanLabel or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither FanLabel nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

• Arbitrator’s Decision. The arbitrator’s decision shall be controlled by the terms and conditions of these Terms of Use and any of the other agreements referenced herein that the applicable user may have entered into in connection with the Services. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of the “Warranty Disclaimers” and “Limitations on Liability” sections of these Terms of Use as to the types and the amounts of damages or other relief for which a party may be held liable. No individual arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration if authorized under applicable substantive law governing the claims in the arbitration.

• Fees. If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, FanLabel will pay any filing and hearing fees in excess of $250 that the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith, in which case arbitration fees (including attorneys’ fees) may be imposed upon you consistent with the Arbitrator’s Rules and the standard for sanctions set forth in Federal Rule of Civil Procedure 11. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise, including as set forth in this Arbitration Agreement.
  
  The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in subpart (vi)) provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.
• 30-Day Right to Opt Out. You have the right to opt out and not be bound by the Arbitration Agreement by sending written notice of your decision to opt out to [email protected] with the subject line, “ARBITRATION OPT-OUT.” The notice must be sent within thirty (30) days of (a) 3.20.2025; or (b) your first use of the Services, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, and FanLabel also will not be bound by it.
• Changes. FanLabel will provide thirty (30) days’ notice of any material changes to this “Binding Arbitration and Class Action Waiver” section. Any such changes will go into effect 30 days after FanLabel provides notice and will apply to all claims not yet filed regardless of when such claims may have accrued. If FanLabel changes this “Binding Arbitration and Class Action Waiver” section after the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement), you agree that your continued use of the Services 30 days after such change will be deemed acceptance of those changes.

Notice and Procedure for Making Claims of Copyright Infringement

FanLabel may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who infringe the intellectual property of others. If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide FanLabel’s Copyright Agent a written Notice containing the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Service;
  
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

FanLabel’s Copyright Agent can be reached in the following ways:

Mail: 34300 Woodward Ave. Suite 200, Birmingham, MI 48009 Attn: Karen Torres, Copyright Agent
Email: [email protected]
Phone: (313) 268-3571
To be valid, a Notice must be in writing and must follow the instructions above. You also may use the contact information in this Section to notify us of alleged violations of other intellectual property rights.

Miscellaneous

In this Section 25, references to Terms shall include these Terms and the License.

Severability and Survival. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, illegal or unenforceable under applicable law, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the remainder of the provision shall be interpreted to achieve as closely as possible the effect of the original term and all other provisions of the Terms remain in full force and effect.

Limitation of Liability and Disclaimer of Warranties are Material Terms of these Terms. You agree that the provisions in these Terms that limit liability and disclaim warranties are essential terms of these Terms.

Entire Agreement. The Terms constitute the entire agreement between you and FanLabel with respect to the Services and supersedes any prior agreements, oral or written, between you and FanLabel.

In the case of a conflict between the Terms and the terms of any other electronic or machine readable statement or policy, including our Privacy Policy, the Terms shall control, except for any agreement governing the use of mobile Services or other online service in which the user agrees to or is presented with any Other Governing Agreement. In such case, the Other Governing Agreement shall control.

The failure of FanLabel to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or will be forever barred.

Section Titles. The section titles in the Terms are for convenience only and have no legal or contractual effect.

No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

Export Laws. You agree to abide by U.S. and other applicable export control laws and agree not to transfer the Services to a foreign national or national destination, which is prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You certify that you are not a person with whom FanLabel is prohibited from transacting business under applicable law.

Notices. Any notices or other communications provided by FanLabel under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Except as explicitly described in the “Binding Arbitration and Class Action Waiver” section, you may give notice to FanLabel (such notice shall be deemed given when received by FanLabel) at any time by emailing [email protected].

Assignment. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

Contacting Us

E-mail is an important communication channel for our users. All e-mail sent to FanLabel should be generated by the person in whose name the e-mail account is registered. Emails shall not mask the identity of the person sending them, including by using a false name or someone else’s name or account. If you are a customer and the topic of your email is a service issue, you must include your full name, username, and address in order to ensure that we can respond. By providing FanLabel with your e-mail address, you authorize FanLabel to use that e-mail address to deliver notices or disclosures related to the Services and as otherwise described in the FanLabel Privacy Policy. You may opt out of these communications at any time by using the contact information below.

If you have any questions, concerns, requests or comments regarding these Terms, or if you wish to opt out of communications from FanLabel, we invite you to contact us by email at [email protected] or write to us at 34300 Woodward Ave. Birmingham, MI Attn: FanLabel Support.