User-Generated Terms

TERMS OF USE FOR USER-GENERATED CONTENT

Last Updated: February 8, 2016

These Terms of Use for User-Generated Content (“UGC Terms of Use”) describe the terms and conditions under which Pro Performance Sports LLC and its affiliates and subsidiaries (collectively, “SKLZ”) may use content created and publicly posted by you, as more specifically identified in SKLZ’s communication to you via the social media platform on which such content appears (the “User-Generated Content”).

IMPORTANT NOTICE — THIS IS An Agreement:

By replying “Y”, “#YES” or “YES” or clicking “I Accept” or “I Agree”, you agree to be bound by these UGC Terms of Use, without limitation or qualification. SKLZ reserves the right to modify these UGC Terms of Use by posting new versions thereof, as well as the right to provide additional notice of material changes, which modifications and changes will be effective immediately.

RIGHTS

You hereby grant to SKLZ a non-exclusive, irrevocable, worldwide, royalty-free right and license to exhibit and otherwise use (and to authorize third parties to exhibit and otherwise use) the User-Generated Content, in perpetuity, on SKLZ website(s), blog(s), mobile website(s), mobile app(s), email(s) and on SKLZ digital and social media channels, including, without limitation, displays at SKLZ retail locations and/or retailers of SKLZ products. SKLZ may modify the User-Generated Content for formatting, navigational, integration or other purposes, but such modifications will not materially distort such User-Generated Content.

You acknowledge and agree that (i) the User-Generated Content was created by you or that you own or control all rights in such User-Generated Content; (ii) the exercise by SKLZ of its rights under these UGC Terms of Use will not violate the rights of any third party or any applicable laws, rules or regulations, including, without limitation, consumer protection, privacy and trade laws; and (iii) the User-Generated Content does not contain any worms, viruses or other harmful code.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SKLZ, ANY THIRD PARTY SUBLICENSEE OF SKLZ, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS, ARE NOT LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF OR RESULTING FROM THESE UGC TERMS OF USE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS, OR LOST REVENUES, HOWEVER SUCH DAMAGES ARE CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER THE INTREPID OR ANY THIRD PARTY CONTENT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY, DAMAGES, LOSSES OR EXPENSES.

IN THE EVENT THE USER-GENERATED CONTENT CAUSES ANY TECHNICAL DISRUPTION, YOU AGREE TO BE RESPONSIBLE FOR ANY AND ALL LIABILITIES AND COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES) ARISING FROM ANY AND ALL CLAIMS BROUGHT BY THIRD PARTIES BASED UPON SUCH TECHNICAL DISRUPTIONS. WITHOUT LIMITING THE FOREGOING, YOU SHALL BE SOLELY LIABLE FOR ANY DAMAGES, LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES) ARISING OUT OF INFRINGEMENT OF PROPRIETARY RIGHTS OR ANY OTHER HARM ARISING FROM THE USER-GENERATED CONTENT.

INDEMNITY & RELEASE

(a) You agree to indemnify, defend and hold SKLZ, its agents, suppliers, licensees, successors, or assigns, and/or its and their respective officers, directors, employees, contractors and agents (collectively, the "Indemnified Parties") harmless from and against any and all damages, liability, claims, actions, demands and costs (including, without limitation, reasonable attorneys’ fees and costs of settlement) arising out of any breach by you of these UGC Terms of Use.

(b) Without limiting anything set out above, you hereby release each of the Indemnified Parties from all damages, liability, claims, actions, demands and costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with these UGC Terms of Use. If you are a California resident, you expressly waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

TERMINATION

These UGC Terms of Use are effective until terminated by SKLZ, with or without notice to you. Those terms and conditions of these UGC Terms of Use that, by their nature, are intended to survive termination (e.g., Limitation of Liability, Indemnity and Release) shall so survive.

CHOICE OF LAW; VENUE

These UGC Terms of Use shall be governed by the internal substantive laws of the State of California without regard to its conflict of law principals. Jurisdiction for any claims arising under these UGC Terms of Use shall lie exclusively with the state or federal courts in San Diego, CA. To the fullest extent permitted by applicable law, no claim under these UGC Terms of Use may be joined to any other claim and no class action proceedings will be permitted.

ENTIRE AGREEMENT/WAIVER

These USC Terms of Use constitute the entire agreement between you and SKLZ with respect to the User-Generated Content. The failure of SKLZ to exercise or enforce any right or provision of these UGC Terms of Use shall not constitute a waiver of such right or provision. If any provision of these UGC Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these UGC Terms of Use, which shall remain in full force and effect. You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these UGC Terms of Use must be filed within one (1) year after such claim or cause of action arose. These UGC Terms of Use and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these UGC Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.