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 1^st and then upgrade to Premium Service on November 15^th, you will be billed a prorated monthly rate for the Premium Service for the period between November 15^th and November 30^th. You will be billed the full monthly rate for the Premium Service starting on December 1^st.) 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 1^st and then elect on November 15^th to cancel your subscription, your subscription will expire at 11:59 p.m. Eastern Time on November 30^th. Subscription fees for the period November 16^th – November 30^th will not be refunded. If you purchase a Yearly subscription, without the NBA Playoffs, on November 1^st and then elect on November 15^th 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 15^th. Subscription fees for the period November 16^th – April 15^th 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:

1. 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;

2. 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;

3. Running accounts of Service content/programming in progress will not be transmitted or distributed by you;

4. No admission will be charged by you for viewing any of the programming available through the Service;

5. We and/or certain of Our content providers may enforce violations of clauses 1-4 immediately above;

6. 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

7. 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.

If to NBAMV:

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.

If to you:

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;

4. Not to use anyone else’s Password; and

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.