Terms Of Use
IMPORTANT!
READ CAREFULLY
NBA LEAGUE
PASS BROADBAND (THE “Service”) IS AN interactive on-line service
operated by NBA MEDIA VENTURES, LLC (“NBAMV”) at the official Internet
web site of the national basketball association (“NBA”), located
at www.nba.com (the
“Site”). NBAMV is referred to
herein as “We,” “Us” and/or
“Our”. THIS SUBSCRIBER AGREEMENT (“Agreement” OR
“Subscriber Agreement”), along with the documents referenced herein,
governs your use of and access to the Service. THIS SUBSCRIBER AGREEMENT
IS A LEGAL AGREEMENT BETWEEN YOU AND
us. BY CHECKING THE “I ACCEPT” BOX
AND/OR BY ACCESSING THE SERVICE, YOU AGREE TO BE BOUND BY THIS SUBSCRIBER
AGREEMENT AND THE DOCUMENTS REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED
TO, THE SITE TERMS OF USE AND THE NBA.COM NETWORK PRIVACY POLICY.
IF YOU DO NOT ACCEPT THIS SUBSCRIBER AGREEMENT, DO NOT CHECK THE “I
ACCEPT” BOX BELOW AND YOU WILL NOT BE PERMITTED TO USE THE SERVICE.
CHANGES
TO SUBSCRIBER AGREEMENT
We reserve
the right to make changes, modifications, amendments and/or updates
to the terms in the Subscriber Agreement from time to time and for any
reason, by posting such changes in this document, which you can access
at any time by visiting http://ilp.nba.com/termsofuse.html. You acknowledge
and agree that you shall be responsible for reviewing this Agreement
from time to time for changes, and that changes to this Agreement shall
be effective when posted. By continuing to use the Service after We
have posted any such changes in the Subscriber Agreement or otherwise,
you are agreeing to be bound by all of the Subscriber Agreement, as
amended.
PRIVACY
OF INFORMATION AND SITE TERMS OF USE
You agree to
the Site Terms of Use (the “Terms”), posted at http://www.nba.com/news/termsofuse.html and the NBA.com Network Privacy Policy
(“Privacy Policy”), posted at http://www.nba.com/news/privacy_policy.html, each of which may be amended from
time to time and are incorporated herein by this reference. To the extent
of any conflict between the terms or conditions of this Agreement and
the terms or conditions of the Terms and/or Privacy Policy, the terms
and conditions of this Agreement will govern.
As an NBA League
Pass Broadband subscriber, you will periodically receive emails regarding
your NBA League Pass Broadband subscription. In addition, you
may periodically receive information by e-mail regarding discounts,
updates and new offerings about NBA League Pass Broadband and other
products and services from the NBA and its partners. If you wish to
change your email preferences at any time, you may do so by following
the instructions provided within the e-mails received, or by visiting
the My Account area (https://shop.ilp.nba.com/Profile/AccountInfo.aspx), where you can change your account
information.
SUBSCRIPTION
FEES AND PAYMENT; SUBSCRIPTIONS
Subscription
Fees: You can always find the current subscription fees and other
charges for the Service (the “Fees”) posted on the Site pages where
the Service is located. You agree to pay all subscription Fees
and other Fees (including any applicable taxes) incurred in connection
with your access to the Service and/or your Service Password (defined
below), at the rates in effect when the charges were incurred. We may
change the Fees, or add new Fees, upon prior notice to you either by
e-mail or publishing the changes on the Site pages where the Service
is located. You acknowledge and agree that you shall be responsible
for reviewing the Service’s schedule of Fees from time to time for
changes, and you further agree that changes shall be effective when
posted on the Site pages where the Service is located. NBAMV shall
be the seller of record of Service subscriptions for sales tax purposes,
and, without limiting the generality of the foregoing, you agree to
pay Us any taxes imposed on the sale of subscriptions or other products
or services via the Service, for remission by NBAMV to appropriate taxing
authorities.
Payment:
You authorize Us to automatically bill subscription Fees (including
any renewal Fees) based on any subscription you purchase to the credit
card or PayPal account you designate during the registration process
for the Service or subsequently designate to Us. You agree to
provide Us with a valid credit card or PayPal account and accurate,
complete and updated information required by the subscription registration
form. By submitting your credit card or PayPal account as the form
of payment, you represent and warrant that your use of such credit card
or PayPal account is authorized and that all information that you submit
is true and accurate (including, without limitation, credit card and/or
account number and expiration date). In doing so, you also authorize
Us to charge to your credit card or PayPal account, as applicable, all
amounts payable by you to Us based on the subscription/billing plan
you selected, including, but not limited to, all Fees and any applicable
taxes We are required to collect. Failure to comply may result in the
immediate suspension or termination of your access to the Service. If
you want to designate a different credit card or PayPal account or if
there is a change in credit card or PayPal account validity or expiration
date, you can change your account information at https://shop.ilp.nba.com/Profile/AccountInfo.aspx.
Unable-to-be-processed
payments: If We are unable to process your credit card or PayPal
account at any time, your Service account may be immediately suspended
or terminated and you will remain responsible for all amounts payable
by you to Us. Your agreement with your credit issuer governs use of
your credit card and the PayPal user agreement governs your use of the
PayPal service. You must refer to those agreements with respect
to your rights and liabilities as, as applicable, a cardholder or PayPal
account holder. We reserve the right to continue to collect payment
(and to continue to attempt to collect payment) that has not been collected
due to technical or other issues.
Subscriptions
and periodic billing: There are two different types of subscriptions
available via the Service (i.e., Monthly and Yearly). Subscriptions
begin when you place your order and renew automatically at the selected
interval (Monthly or Yearly) until terminated as provided in this Agreement.
Monthly
subscriptions: For monthly subscriptions, the associated subscription
fee for the first month is payable in advance on the date of purchase.
Your subscription will then renew automatically, and your credit
card or Paypal account will be billed, on the monthly anniversary of
the purchase date for each month thereafter through the NBA regular
season (i.e., until April 15).
You will also have the option at the time you purchase your subscription
of including the NBA Playoffs as part of your subscription.
If you elect to include the NBA Playoffs as part of your subscription,
your automatic monthly renewal will continue through the NBA Playoffs
(i.e., until June 30). Your Service (and monthly payments) will
be suspended at the conclusion of your selected subscription period
(regular season or Playoffs), and will renew automatically at the beginning
of the following NBA regular season.
Yearly
subscriptions: For Yearly subscriptions, the associated subscription
fee for the current NBA regular season is payable in advance on the
date of purchase. Your subscription will then renew automatically,
and your credit card or Paypal account will be billed, at the beginning
of the following NBA regular season.
You will also have the option at the time you purchase your subscription
of including the NBA Playoffs as part of your subscription.
If you do not elect to include the NBA
Playoffs as part of your subscription, your Service will be suspended
at the conclusion of the NBA regular season and will renew automatically
at the beginning of the following NBA regular season.
Upgrading
Your Subscription: If, at any point, you wish to upgrade your
Service from the Standard Service to the Premium Service, you will be
billed for the prorated price difference between the Service types for
the billing period in which you upgrade. (For example, if you
purchase a Monthly subscription to the Standard Service on November
1st and then upgrade to Premium Service on November 15th,
you will be billed a prorated monthly rate for the Premium Service for
the period between November 15th and November 30th.
You will be billed the full monthly rate for the Premium Service starting
on December 1st.) To upgrade your Service, please visit https://shop.ilp.nba.com/Profile/AccountInfo.aspx
YOUR RIGHT
TO CANCEL YOUR SUBSCRIPTION
You may elect
to cancel your subscription at any time by visiting https://shop.ilp.nba.com/Profile/AccountInfo.aspx. Your election will be deemed
to have been received one (1) business day after you notify Us that
you want to cancel your subscription.
Your
election to cancel your subscription
will take effect at the conclusion of the billing period
in which your election is received. (For example, if you purchase
a Monthly subscription on November 1st and then elect on
November 15th to cancel your subscription, your subscription
will expire at 11:59 p.m. Eastern Time on November 30th.
Subscription fees for the period November 16th – November
30th will not be refunded. If you purchase a Yearly
subscription, without the NBA Playoffs, on November 1st and
then elect on November 15th to cancel your subscription,
your subscription will expire at the conclusion of the NBA regular season
– i.e., at 11:59p.m. Eastern Time on April 15th.
Subscription fees for the period November 16th – April
15th will not be refunded.)
ALL SALES
ARE FINAL. We do not give full or partial refunds
for subscriptions that you have purchased regardless of the basis for
the refund REQUEST.
You also are
responsible for any fees or charges incurred to access the Service through
an Internet access provider or other third party service. AS BETWEEN
YOU AND US, YOU, AND NOT US, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS
BILLED TO YOUR CREDIT CARD OR PAYPAL ACCOUNT BY A THIRD PARTY, EVEN
IF NOT AUTHORIZED BY YOU.
BLACKOUT
RESTRICTIONS
The Service
may only be used and/or accessed from the allowable territories (which
shall exclude, without limitation, the United States, Puerto Rico, the
U.S. Virgin Islands, Bermuda, Canada, China, Hong Kong, Taiwan, Cuba,
Iran, North Korea and Syria). Blackout restrictions may apply
to the Service depending on the date of the applicable game, your location
and local, national and international broadcast exclusivities.
You may therefore be unable to view certain games via the Service from
some locations. Please go to http://ilp.nba.com/pages/faq.aspx to learn more about these restrictions.
You agree that you will not use the Service if you are located outside
of the allowable territories or in an area where blackout restrictions
apply. IF YOU CIRCUMVENT, OR ATTEMPT TO CIRCUMVENT, ANY BLACKOUT
RESTRICTION OR OTHER USE RESTRICTION: YOUR SUBSCRIPTION WILL BE SUBJECT
TO IMMEDIATE TERMINATION AND A CHARGE OF ONE HUNDRED DOLLARS ($100.00)
FOR EARLY TERMINATION; AND YOU MAY BE SUBJECT TO LEGAL ACTION.
LIMITATION
OF LIABILITY
NOTWITHSTANDING
THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
THE AGGREGATE LIABILITY OF NBAMV, ITS
AFFILIATES AND ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS
AND/OR SUPPLIERS, FOR ANY REASON AND UPON ANY CAUSE OF ACTION, ARISING
OUT OF OR IN ANY WAY RELATED TO THE SERVICE OR THIS AGREEMENT SHALL
BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED BY YOU AND SHALL NOT
EXCEED THE AMOUNT ACTUALLY RECEIVED BY
US FROM YOU FOR THE USE OF THE SERVICE DURING THE MONTH IN WHICH THE
EVENT GIVING RISE TO SUCH CLAIM OCCURRED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE
AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR
USE OR YOUR INABILITY TO USE THE SERVICE, OR ANY OTHER MATTER ARISING
FROM OR RELATING TO THIS AGREEMENT.
TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, NBAMV, ITS
AFFILIATES AND ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS
AND/OR SUPPLIERS OF THE FOREGOING SHALL NOT HAVE ANY LIABILITY FOR ANY
INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY
DAMAGES WHATSOEVER FOR ANY REASON ARISING IN CONNECTION WITH THIS AGREEMENT
AND/OR THE SERVICE, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS
CLAIMED AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
THIS LIMITATION IS INDEPENDENT OF ANY OTHER LIMITATION SET FORTH IN
THIS AGREEMENT.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NBAMV, ITS
AFFILIATES AND ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS
AND/OR SUPPLIERS OF THE FOREGOING SHALL HAVE NO LIABILITY FOR ANY DAMAGES
OR INJURY CAUSED, IN WHOLE OR IN PART, BY
CONTINGENCIES OR ISSUES BEYOND THEIR REASONABLE CONTROL, INCLUDING,
BUT NOT LIMITED TO: THE ACTS OF THIRD PARTIES, ERRORS IN THE CONTENT
OR SERVICE, NETWORK FAILURES, INTERNET FAILURES, SOFTWARE AND HARDWARE
FAILURES, VIRUSES AND OTHER SYSTEM ATTACKS, LABOR STOPPAGES, RIOTS,
ACTS OF GOVERNMENT OR GOD, NATURAL DISASTERS, ACTS OF TERRORISM,
COMMUNICATION LINE FAILURE, OR THEFT, DESTRUCTION OF, UNAUTHORIZED ACCESS
TO, ALTERATION OF OR USE OF RECORDS.
THE FOREGOING
LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER
(I) LIABILITY OR DAMAGE IS ALLEGED FOR BREACH OF CONTRACT, TORTIOUS
BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER
THEORY OR CAUSE OF ACTION, AND/OR (II) THE PARTY AGAINST WHICH LIABILITY
OR DAMAGES IS SOUGHT WAS ADVISED OF THE POSSIBILITY THEREOF.
TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, 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 AGREEMENT, THE SERVICE, OR ANY PART THEREOF,
MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION
AROSE, OR IT SHALL BE FOREVER BARRED.
CONTENT
OWNERSHIP; USAGE RESTRICTIONS; THIRD PARTY SOFTWARE
The content
available through the Service is the property of NBAMV and/or third
parties (including, but not limited to, its affiliates), and is protected
by copyright and other intellectual property laws of the United States
and other jurisdictions. Such content may only be used or viewed by
you for your personal, non-commercial use only, and provided that you:
(i) keep intact all copyright and other proprietary notices; (ii) do
not use the content in a manner that would achieve commercial gain,
or that would damage the goodwill associated with or compete with NBAMV
or its affiliates; (iii) do not use the content in a manner that suggests
an association with any of Our services, brands, or products (unless
otherwise authorized in writing by NBAMV); and (iv) make no modifications
to the content. Additionally, you agree to use the Service in a manner
that complies with all applicable laws. You agree not to copy, deep
link, reproduce, retransmit, distribute, disseminate, sell, publish,
broadcast or circulate the content received through the Service to anyone,
including, but not limited to, others in the same company or organization,
without the express prior written consent of NBAMV.
You may not
attempt to circumvent technological measures employed to control access
to, or the rights in, the Service, whether in conjunction with or through
use of any device, software program, service or otherwise.
In addition,
without limiting the generality of the foregoing, you acknowledge and
agree that:
- You are only subscribing
to the Service for your individual, private, non-commercial household
use and enjoyment and that no part of the Service will be viewed in
areas open to the public or be received by any location which is a commercial
establishment;
- No trademarks of
any provider of Service content (including, but not limited to, NBAMV)
may be used by you and none of the Service content will be rebroadcast,
retransmitted or otherwise used by you;
- Running accounts
of Service content/programming in progress will not be transmitted or
distributed by you;
- No admission will
be charged by you for viewing any of the programming available through
the Service;
- We and/or certain
of Our content providers may enforce violations of clauses 1-4 immediately
above;
- Notwithstanding
anything herein to the contrary, any violation of clauses 1-4 immediately
above may be prosecuted by Us or certain of Our content providers in
any court of competent jurisdiction; and
- Any such prosecution
by Us or Our content providers shall be governed by, among other things,
applicable federal law and the rules and regulations of the Federal
Communications Commission.
IF YOU ARE
USING A THIRD PARTY’S MEDIA PLAYER SOFTWARE TO VIEW THE SERVICE, THE
USE OF SUCH SOFTWARE WILL BE GOVERNED BY THE LICENSE AGREEMENT ACCOMPANYING
SUCH SOFTWARE OR OTHERWISE PUBLISHED BY THE APPLICABLE THIRD PARTY.
Any personal information you provide to such third party in connection
with your use of the third party’s software is governed by that third
party’s privacy policy and software license.
DISCLAIMER
OF WARRANTIES
Due to the
number of sources from which content in the Service is obtained, and
the inherent hazards of electronic distribution, there may be delays,
omissions or inaccuracies in such content and the Service. THE SERVICE
AND THE INFORMATION AND MATERIALS CONTAINED IN IT ARE PROVIDED BY
NBAMV, AND ITS AFFILIATES AND/OR LICENSORS ON AN
“AS IS” AND “AS AVAILABLE” BASIS. NEITHER
NBAMV, ITS AFFILIATES, NOR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD PARTY CONTENT SUPPLIERS
OR LICENSORS (COLLECTIVELLY, “INDEMNITEES”) WARRANT THE ACCURACY,
COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OF THE SERVICE OR THE CONTENT AVAILABLE THROUGH
THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APLICABLE LAW,
IN NO EVENT WILL THE INDEMNITEES BE LIABLE TO YOU OR ANYONE ELSE FOR
ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE SERVICE
OR THE CONTENT AVAILABLE VIA THE SERVICE.
The Service
includes facts, views, opinions and recommendations of third party individuals
and organizations deemed of interest. Neither NBAMV nor the NBA guarantee
the accuracy, completeness or timeliness of, or otherwise endorse, these
views, opinions or recommendations.
INDEMNIFICATION
To the maximum
extent permitted by applicable law, you agree to defend (at NBAMV’s
election), indemnify and hold harmless each Indemnitee from and against
all claims (including, but not limited to, claims for copyright infringement,
defamation, invasion of privacy and infringement of rights of publicity,
whether in tort, in contract or otherwise), damages and expenses (including,
but not limited to, attorneys’ fees, court costs, judgments and settlements
costs) that the Indemnitee may incur or become subject to by reason
of or arising out of the use of the Service by you or under your Password(s).
TRADEMARKS
NBA, NBA.COM,
NBA LEAGUE PASS BROADBAND, and each of their associated logos are trademarks
of NBAMV and/or its affiliates or licensors. All rights reserved. All
other trademarks appearing on the Service are the property of their
respective owners.
NOTICE
Except as otherwise
expressly provided herein, all notices required under the terms and
provisions hereof to Us shall be in writing and shall be transmitted
by United States Postal Service (“USPS”) or reputable express carrier
(e.g., UPS) to the addresses for NBAMV below. Except as otherwise expressly
provided herein, all notices to NBAMV are effective five (5) business
days after deposit with USPS or reputable express carrier, assuming
some confirmation of sending is retained. Except as otherwise expressly
provided herein, all notices required under the terms and provisions
hereof to you shall be in writing and shall be transmitted by USPS,
reputable express carrier (e.g., UPS) or email to any address for you
referenced below. Except as otherwise expressly provided herein,
all notices to you sent by (i) USPS certified mail or reputable express
carrier are effective five (5) business days after deposit with USPS
or reputable express carrier, and (ii) email are effective one (1) business
day after transmission, assuming some confirmation of transmission is
retained.
NBA Media
Ventures, LLC, 450 Harmon Meadow Boulevard, Secaucus, NJ 07094, with
a copy (which shall not constitute notice) to NBAMV Legal Department,
645 Fifth Avenue, New York, NY 10022.
To the
physical address or email address indicted in the Service or Site registration
you submitted to NBAMV.
PASSWORDS
AND ACCESS TO SERVICE
To obtain
access to the Service, you will be required to register with the Site,
which may include providing your name, address, email address, age and
gender, and to thereby create a Site account. You will also be required
to choose a username and password or access code (collectively, the
“Password”). You agree to: (i) provide current, complete, true and
accurate information; (ii) maintain and update your information as required
to keep it current, complete and accurate; and (iii) provide additional
information about yourself as may be requested by Us from time to time.
Please note that We may use such information in accordance with the Privacy Policy. We reserve the right to require you
to periodically change your Password. You agree:
1. That you are and shall
be responsible for maintaining the confidentiality and security of your
Password, and for restricting access to your computer and your Password;
2. Not to share, transfer,
lease, assign or sublicense any Password without NBAMV’s prior written
consent;
3. Not to circumvent the
password restrictions on the Site, nor allow others to do so on your
behalf;
5. To notify NBAMV immediately
upon discovery or suspicion of compromise of the confidentiality of
any Password.
You acknowledge
and agree that your subscription to the Service is personal to you and
that you will not share your Password or grant any other person access
to the Service, using your Password or otherwise, without NBAMV’s
prior written consent. You further acknowledge and agree that you shall
be solely liable and responsible for all activities that occur under
your Password. You further agree that NBAMV shall not be responsible
for your failure to comply with this Section or any loss or damage arising
out of, or related to, the use of your Password by you or anyone other
than NBAMV. You may not use the Service for any unlawful purpose or
for any purpose other than as expressly authorized herein. We shall
have the right, in Our sole discretion, to refuse or restrict anyone
from access to any or all of the Service at any time for any reason
or to refuse to permit you to use a Password for any reason, including
but not limited to, that your Password impersonates someone else, is
protected by trademark or other intellectual property rights, or is
vulgar or otherwise offensive, as determined solely by Us in Our sole
discretion. You may only receive the Service if you are a Service subscriber
in good standing with a valid, authorized credit card or PayPal account
on file with NBAMV.
TERMINATION
OF SERVICE BY US
In addition
to any other remedies available to Us, whether in equity, at law or
otherwise, upon your failure to comply with any of the terms or conditions
in this Subscriber Agreement, We shall have the right to terminate your
access to the Service and this Agreement immediately. We further reserve
the right to discontinue, suspend, terminate or change the Service,
or its availability to you, at any time. If We terminate this
Agreement or discontinue your Service subscription for cause (for example,
due to your breach of this Agreement), you will not receive any refund
or partial refund for any charges or Fees already incurred by or billed
to you, and We reserve all other rights available to Us in connection
with your breach.
ARBITRATION
Except as otherwise
expressly set forth in this Agreement to the contrary, any and all disputes
arising from or relating to this Agreement or the Service shall be solely
and finally settled by arbitration. The arbitration will be governed
by the Federal Arbitration Act. The arbitration will be conducted at
a neutral location convenient to all parties by a single arbitrator
to be selected by Us. The arbitrator’s authority shall be limited
to resolving individual disputes between you and Us, and the arbitrator
shall not determine, as an initial matter, whether class, mass or consolidated
relief is permitted in arbitration. Notwithstanding the foregoing, without
first seeking or obtaining any decision in arbitration (even if a similar
or related matter has already been referred to arbitration in accordance
with the terms of this paragraph), (i) We, and Our respective affiliates
and licensors, may bring any claim or suit for the purpose of evidencing,
enforcing, registering or defending Our or their respective intellectual
property rights in any court or forum of competent jurisdiction; and
(ii) We, and Our respective affiliates and licensors, shall be entitled
to seek injunctive and other equitable relief in any court or forum
of competent jurisdiction to enforce this Agreement.
GOVERNING
LAW
This Agreement and any disputes relating to this Agreement and/or the
Service will be governed by the laws of the State of New York, United
States of America, without regard to its principles of conflicts of
laws. Any action that you, any third party or We bring to enforce this
Agreement or, in connection with, any matters related to the Service
shall be brought only in either the state or Federal Courts located
in a federal or state court of competent jurisdiction located within
the State of New York, United States of America, and you hereby consent
to the jurisdiction of such court solely for such purposes and you further
waive any argument that any such court does not have jurisdiction over
such dispute or that venue in any such court is not appropriate or convenient.
You agree to accept service of process by reputable express carrier
(e.g., UPS) and/or certified mail, return receipt requested, at the
address designated by you. We will be entitled to recover costs and
reasonable attorneys’ fees and expenses incurred in successfully proving
any breach of this Agreement.
INJUNCTIVE
RELIEF
You acknowledge
and agree that any violation of the Agreement relating to the disclosure,
use, copying, distribution, display or publishing of the information
and/or content on the Service and/or use of the Service may result in
irreparable injury and damage to NBAMV that may not be adequately compensable
in money damages, and for which NBAMV will have no adequate remedy at
law. You, therefore, consent and agree that NBAMV may obtain injunctions,
orders or other equitable relief as may be reasonably necessary to ensure
compliance with this Agreement. You waive any requirement of the posting
of a bond that may apply for issuance of any injunctions, orders or
other equitable relief.
MISCELLANEOUS
Use of the
Service is not authorized in any jurisdiction that does not give effect
to this Agreement. This Agreement is personal to you, and you may not
assign your rights or obligations to anyone. We may assign Our rights
and obligations under this Agreement, without notice, (i) to any affiliate
of NBAMV, (ii) in connection with any change of control (e.g., by merger,
exchange of stock or other equity interests, etc.) involving NBAMV or
one of its respective affiliates or in connection with any sale of substantially
all of the assets related to the Site, or (iii) to any successor in
interest or other assignee of NBAMV. This Agreement shall be binding
on and inure to the benefit of the successors and permitted assigns
of NBAMV. The terms and conditions contained in this Agreement may not
be modified by you except in a writing duly signed by you and an authorized
representative of NBAMV. If any provision in this Agreement is invalid
or unenforceable under applicable law, the remaining provisions will
continue in full force and effect. Our failure to exercise or
enforce any right or provision of this Agreement shall not constitute
a waiver of such right or provision. A waiver by Us of any right hereunder
in any one instance shall not be deemed as a waiver of such right in
any subsequent instance.