PRE-GAME NOISE
TERMS OF USE AGREEMENT

THIS AGREEMENT WAS LAST UPDATED ON November 24, 2009.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY, AS THIS AGREEMENT GOVERNS YOUR USE OF THE PRE-GAME NOISE WEBSITE. BY USING THE WEBSITE, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT EXEMPTS PRE-GAME NOISE AND OTHERS FROM LIABILITY AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU SHOULD READ.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE EXIT THE WEBSITE. PRE-GAME NOISE MAY, AT ITS ABSOLUTE DISCRETION, CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THE FOLLOWING TERMS AND CONDITIONS, AT ANY TIME, FOR ANY REASON. YOUR CONTINUED USE OF THE PRE-GAME NOISE WEBSITE WILL MEAN THAT YOU ACCEPT THOSE CHANGES.

1. User Agreement
This agreement constitutes your agreement with Pre-Game Noise Corp. (“Pre-Game Noise”) with respect to your use of the Pre-Game Noise website, which is currently located at www.pre-gamenoise.com, (the “Website”) including, without limitation, your access to and use of all of the Content, products and services available on or through the Website, and all posts, submissions, communications and other interactions made or engaged in on or in relation to the Website.

As used in this Agreement, “we” and “us” means Pre-Game Noise or any successor or assign of Pre-Game Noise. Each time you use the Website, you signify your acceptance and agreement, without limitation or qualification, to be bound by this Agreement, and you represent and warrant that you have the legal authority to agree to and accept this Agreement.
In this Agreement, the word “Content” shall have the broadest possible meaning and shall include, without limitation, whether or not such words fall within the common meaning of the word “content”, all videos, photographs, images, sounds, music, software, scripts, data, information, text, interviews, biographies, news articles, press releases, illustrations, graphics, icons, designs, applications, calculators, models, features, databases, statistics, logos, advice, statements and other media and intellectual property otherwise associated with the Website or the other Content; and, where applicable, includes all Content on all other websites, Internet resources or media related to or accessible through the Website, whether accessible through a link from the Website or otherwise (“Other Sites”). Pre-Game Noise is not responsible for the Content’s accuracy or reliability.

2. Right to Use
Pre-Game Noise may, at its absolute discretion, refuse to permit you to access and use the Website, or to access and use any portion of the Website. THE WEBSITE MAY NOT BE USED BY PERSONS IN JURISDICTIONS WHERE ACCESS TO OR USE OF THE WEBSITE, OR ANY PART OF IT, MAY BE ILLEGAL OR PROHIBITED.
Your right to use the Website is subject to any limitations, conditions and restrictions established by Pre-Game Noise, from time to time, in our absolute discretion. Pre-Game Noise may alter, suspend or discontinue any aspect or use of the Website at any time. Pre-Game Noise may, without cause, notice or liability, at its absolute discretion, and at any time, impose limits and additional restrictions on your use the Website, including your ability to access to all or part of the Website.

You hereby acknowledge that the internet is inherently not a secure medium, and that any Content that you provide while using the Website may be disclosed, whether by third parties or otherwise, in a manner that you may not intend. You also acknowledge that any Content provided to you by other users of the Website or third parties may not be complete or accurate, and you acknowledge that Pre-Game Noise cannot ensure or guarantee the completeness or accuracy of such Content. Pre-Game Noise cannot ensure or guarantee that other users of the Website or third parties will actually be who they claim to be, or that other users of the Website or third parties are acting in compliance with this Agreement. You hereby agree to take all necessary precautions in all of your interactions with other users of the Website and with other third parties.

Furthermore, you acknowledge and understand that Pre-Game Noise makes no express, implied or collateral representations, warranties, covenants, conditions, guarantees or other promises relating to the success, satisfaction and enjoyment of your use of the Website.

Pre-Game Noise may, in its absolute discretion, remove or prohibit certain activities, Content and users from the Website.  You agree that, in relation to your use of the Website, you will not:

• disclose any confidential information of any person, entity or organization;
  
• convey false, misleading or inaccurate information;
  
• impersonate any other person;
  
• engage in defamatory, obscene, offensive, sexually explicit or otherwise objectionable conduct;
  
• abuse, harass, intimidate, stalk or threaten other users of the Website or third parties;
  
• intentionally annoy, frustrate or anger other users of the Website or third parties;
  
• defraud or deceive other users of the Website or third parties;
  
• promote hate, racism or violence against any individual or group of individuals;
  
• collect, use or disclose any other person’s personal information without that person’s prior written consent;
  
• solicit or collect information about any individual who is not the age of majority in both your jurisdiction and in the jurisdiction in which that individual is resident;
  
• use copyrighted Content that you have not obtained permission to use in such a manner;
  
• use Content of any individual, without that individual’s permission to use that Content in such a manner;
  
• violate any copyright, patent, trademark or other intellectual property right;
  
• promote, solicit or advertise for any product, service, entity, organization, person or commercial purpose;
  
• send unsolicited emails, chain letters, “junk mail,” or “spam”;
  
• transmit viruses, trojans, or other computer code or files that are intended to disrupt, limit or destroy the functionality of any computer, network, software, hardware, website or other electronic device or medium;
  
• violate, or promote the violation of, any law or any party’s rights;
  
• violate any other guidelines or rules that may be provided to you on other portions of the Website; or
  
• act in any manner that may expose Pre-Game Noise or the users of the Website to any harm or liability of any form or type, in each case, determined by Pre-Game Noise.

If you become aware of any breach of this Agreement, whether by yourself or by any other party, you shall immediately notify Pre-Game Noise of such breach, at contact@pre-gamenoise.com.

3. Other Agreements
This Agreement is in addition to and supplements any written agreements (including, without limitation, all software licenses or service agreements) that you have with Pre-Game Noise (now or in the future) concerning your dealings with Pre-Game Noise, including Content, products and services provided by Pre-Game Noise. This Agreement and all other agreements that you have with Pre-Game Noise (now or in the future), together, constitute the entire agreement regarding your use of the Website. In the event of any inconsistency or conflict between the provisions of this Agreement and the provisions of any other agreement that you have with Pre-Game Noise, the provisions of this Agreement shall govern regarding your use of the Website.

4. Permitted Use
The Website is made available to you for your lawful personal use only. You may only use the Website in the manner described expressly in this Agreement. All Content must be used in accordance with this Agreement.

5. Restrictions on Use
You agree that you will not:

• distribute any Content for any purpose, including, without limitation, compiling a database, or redistributing or reproducing such Content; or
  
• create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, imitate, reproduce, upload, post, transmit, bundle, sell, sub-licence, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, any Content, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise.

You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of Pre-Game Noise, its licensors or third parties, or that would allow any third-party to access the Content in an unauthorized manner. The restrictions set out in this Agreement shall not apply to the limited extent that such restrictions are prohibited by applicable law.

6. No Linking, Framing, Mirroring, Scraping, Data-Mining or Postings
The framing, mirroring, scraping or data-mining of the Website or any of the Content, in any form and by any method, is strictly prohibited.
You may not use any collaborative browsing or display technologies in connection with your use of the Website, or to post comments, communications or any other data to or on the Website with the intention that such postings may be viewed by other users of the Website.

7. Privacy and Use of Information
By using the Website, you have also agreed to the Pre-Game Noise Privacy Policy, which is available to you by clicking here www.pre-gamenoise.com/privatepolicy, and which may be changed from time to time by Pre-Game Noise, in its absolute discretion, without any notice or liability to you or any other person, by posting an amended Privacy Policy on the Website. YOU ACKNOWLEDGE THAT PRE-GAME NOISE CANNOT ENSURE THE SECURITY OR PRIVACY OF INFORMATION YOU PROVIDE THROUGH THE INTERNET AND YOUR EMAIL MESSAGES, AND YOU RELEASE US FROM ANY AND ALL LIABILITY IN CONNECTION WITH THE USE OF SUCH INFORMATION BY OTHER PARTIES.

8. Website Communications
You authorize Pre-Game Noise to accept communications that it receives from you by means of the Website, and to respond to your communications by means of Internet communications, email or other communications. Communications you send to Pre-Game Noise via the Website are not delivered or effective unless and until they are processed by the responsible Pre-Game Noise representative.

Pre-Game Noise reserves the right to send electronic mail to you, for the purpose of informing you of changes or additions to the Website, or of any Pre-Game Noise related Content, products, services or websites. Registered Users may elect to either receive or not receive certain emails from Pre-Game Noise and third parties by emailing contact@pre-gamenoise.com

9. User Accounts and Codes
Certain portions of the Website may be accessed and used only by “Registered Users”, or only by Registered Users who have specifically chosen to or been authorized by Pre-Game Noise to use such portions of the Website.

If you are a Registered User of the Website, your User Account is for your personal use only, your User Account cannot be used by third parties, and you cannot transfer or assign your User Account to any other person. Also, you agree that you will not maintain or register for more than one User Account.

If you apply to become a Registered User and are accepted as such by Pre-Game Noise, Pre-Game Noise will establish a “User Account” for you, and you will obtain a username and a password (collectively, your “Codes”). Once you obtain a User Account, you will be subject to additional terms and conditions, which are set forth in this Agreement or will be presented to you for your acceptance when such terms and conditions become applicable. You are not entitled to more than one User Account. If you apply to become a Registered User, you hereby agree to provide true, accurate, current and complete information about yourself, subject to all applicable laws. If you provide any information that is untrue, inaccurate, incomplete or not current, or Pre-Game Noise has reasonable grounds to suspect that any such information is untrue, inaccurate, incomplete or not current, Pre-Game Noise has the right to suspend or terminate your User Account and Codes, and to refuse any and all current or future use of the Website.

You are solely responsible for the activity that occurs on your User Account. Registered Users may use the Website to engage in activities that may contain an element of risk. For example, Registered Users may submit or post information and content to the Website and may engage in communications that do not take place on the Website. You hereby acknowledge that Pre-Game Noise has no obligation to screen the users of the Website, that you assume all of the risk and liability associated with your use of the Website, and that Pre-Game Noise assumes no such risk or liability.

All Codes remain the property of Pre-Game Noise, and may be cancelled or suspended at any time by Pre-Game Noise, in its absolute discretion, and without any notice or liability to you or any other person. The use of Codes does not restrict Pre-Game Noise’s access to password-protected information.

YOU MUST KEEP YOUR CODES CONFIDENTIAL, YOU MUST NOT DISCLOSE THEM TO ANY PERSON, AND YOU MUST NOT PERMIT ANY OTHER PERSON TO USE THEM. You must take all reasonable precautions to maintain the secrecy of your Codes, including ensuring that any information stored on any computer with which you access the Website is protected against unauthorized access by other persons.

Pre-Game Noise is not required to confirm the identity or authority of any person using your Codes. Pre-Game Noise may act upon any communication that is given with the use of your Codes. Pre-Game Noise may, in its absolute discretion, require proof at any time of the authority of any person seeking to use your Codes, and may refuse to accept or act upon any communication if it is not satisfied with such proof.

YOU ARE FULLY LIABLE FOR ANY USE OR MISUSE OF YOUR CODES OR YOUR USER ACCOUNT. YOU MUST ENSURE THAT ALL USES OF YOUR CODES AND YOUR USER ACCOUNT COMPLY WITH THIS AGREEMENT. CODES MAY NOT PREVENT UNAUTHORIZED ACCESS TO YOUR CONTENT, YOUR USER ACCOUNT, OR ANY OTHER INFORMATION THAT YOU MAY USE IN CONNECTION WITH THE WEBSITE. THE USE OF YOUR CODES AND YOUR USER ACCOUNT IS AT YOUR OWN RISK. YOU MUST NOTIFY PRE-GAME NOISE IMMEDIATELY AT contract@pre-gamenoise.com IF YOU KNOW OR SUSPECT THAT YOUR CODES HAVE BEEN LOST, STOLEN, USED BY ANOTHER PERSON, OR COMPROMISED IN ANY MANNER WHATSOEVER, OR IF YOU KNOW OR SUSPECT THAT YOUR USER ACCOUNT HAS BEEN USED BY ANY OTHER PERSON OR COMPROMISED IN ANY MANNER WHATSOEVER. UNTIL YOU GIVE SUCH NOTICE TO PRE-GAME NOISE AND PRE-GAME NOISE ACTUALLY RECEIVES AND PROCESSES IT, YOU WILL CONTINUE TO BE FULLY LIABLE FOR ALL AUTHORIZED AND UNAUTHORIZED USE OF YOUR CODES AND YOUR USER ACCOUNT.

10. Enhanced Services
Registered Users may be entitled to take advantage of certain “Enhanced Services” on the Website, which will enable them to use the Website in a manner that is unavailable to users who are not entitled to Enhanced Services. Pre-Game Noise may require that you make a lump sum payment or that you subscribe on an ongoing basis to Enhanced Services.  

11. Proprietary Information
The Website and all of the Content is the property of Pre-Game Noise, its business associates and other persons. The Website contains information that is proprietary to us, our business associates and other persons. We assert full protection in all of the intellectual property on the Website. Information posted by us, our business associates or other persons may be protected, whether or not it is identified as proprietary to us or to them. You agree not to modify, copy or distribute any such information in any manner whatsoever, without having first received the express permission of the owner of such information.

“Pre-Game Noise” is a trade-mark of Pre-Game Noise.  Other product and company names and logos appearing on the Website may be registered or unregistered trademarks, service marks, trade names, and logos of their respective owners. Any use of the trademarks, service marks, trade names, or logos displayed on the Website (collectively “Marks”), except as expressly provided in this Agreement, is strictly prohibited. Nothing appearing on the Website or elsewhere will be construed as granting, by implication, estoppel or otherwise, any license or right to use any Marks. If you post or submit Content to areas of the Website that are viewable by other users of the Website or third parties, or if you send ideas, suggestions or materials to Pre-Game Noise or the Website, (“Submissions”) you represent and warrant that you have the right to grant such Submissions to Pre-Game Noise, and you automatically grant (or warrant that the owner of the Submissions grants) to Pre-Game Noise and its successors and assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Pre-Game Noise or its successors and assigns, and you agree, represent and warrant that all moral rights in the Submissions are waived in favour of Pre-Game Noise and its successors and assigns.

Pre-Game Noise is committed to respecting the intellectual property rights of others, and will not knowingly violate anybody’s intellectual property rights. If you believe that your intellectual property rights have been violated, please send a written communication describing your asserted violation to: contact@pre-gamenoise.com

12. External Links
The Website may contain links to Other Sites. Other Sites are independent from Pre-Game Noise, and Pre-Game Noise has no responsibility or liability for or control over Other Sites, their business, goods, services or Content. Pre-Game Noise does not assume responsibility for the accuracy or appropriateness of the Content contained at such Other Sites; and, when you access Other Sites, you are doing so at your own risk. Links on the Website to Other Sites should not be construed to mean that Pre-Game Noise is affiliated or associated with the same, or that it recommends or endorses any of the business, goods, services or Content on such Other Sites.

13. Liability and Indemnity
PRE-GAME NOISE DOES NOT ACCEPT ANY LIABILITY FOR YOUR USE OF THE WEBSITE (WHICH INCLUDES ALL CONTENT, PRODUCTS AND SERVICES AVAILABLE ON OR IN RELATION TO THE WEBSITE, AND ALL POSTS, SUBMISSIONS, COMMUNICATIONS AND OTHER INTERACTIONS MADE OR ENGAGED IN ON OR IN RELATION TO THE WEBSITE).
IN NO EVENT WILL PRE-GAME NOISE, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF PRE-GAME NOISE OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
IN JURISDICTIONS THAT DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITIES, THE LIABILITY OF PRE-GAME NOISE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ANY THIRD PARTY WHO MAY BE AFFECTED SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

ANY MATERIAL DOWNLOADED, STREAMED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, STREAM OR ACCESS OF ANY SUCH MATERIAL.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND ANY THIRD PARTY WHO MAY BE AFFECTED, FROM ANY LOSS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES, WHICH MAY BE SUFFERED DUE TO YOUR USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY BREACH BY YOU OF THIS AGREEMENT, OR COMPLAINTS MADE BY OTHER PARTIES AGAINST YOU. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENCE OF ANY CLAIM.

14. No Warranties
YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. PRE-GAME NOISE IS NOT RESPONSIBLE FOR ANY CONDUCT OF ANY USER OF THE WEBSITE. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF OR RELATING TO ACCURACY, ACCESSIBILITY, AVAILABLILITY, COMPLETENESS, DURABILITY, ERRORS, FITNESS FOR A PARTICULAR PURPOSE, LACK OF NEGLIGENCE, MERCHANTABILITY, NON-INFRINGEMENT, PERFORMANCE, QUALITY, RESULTS, SECURITY, SERVICE, TIMELINESS, TITLE, UNINTERUPTED SERVICE, VIRUSES OR WORKMANLIKE EFFORT, ALL OF WHICH ARE HEREBY WAIVED BY YOU AND DISCLAIMED BY PRE-GAME NOISE TO THE FULLEST EXTENT PERMITTED BY LAW. THE OPERATION OF THE WEBSITE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND THE CONTROL OF PRE-GAME NOISE, AND MAY NOT BE CONTINUOUS, UNINTERRUPTED OR SECURE.

15. Modifications to Website and Agreement
Pre-Game Noise assumes no obligation to update the Content. The Content may be changed without notice to you. Pre-Game Noise is not responsible for any Content that you may find undesirable or objectionable. Pre-Game Noise disclaims any liability for any unauthorized use or reproduction of any Content.

Pre-Game Noise may modify this Agreement from time to time. Notification of changes in this Agreement will be posted on the Website or sent via electronic mail, as we may determine in our absolute discretion. If you do not agree to any modifications, you should terminate your use of the Website. Your continued use of the Website now, or following the posting of notice of any changes in this Agreement, will constitute a binding acceptance by you of this Agreement, or any subsequent modifications.

16. Dispute Resolution and Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Canada within the Province of Alberta, and any disputes arising out of this Agreement will be subject to the courts of the Province of Alberta and the federal courts applicable within the Province. You hereby irrevocably submit and attorn to the original and exclusive jurisdiction of the courts in the Province of Alberta in respect of all disputes arising from this Agreement. You acknowledge and agree that any breach of this Agreement by you may cause Pre-Game Noise irreparable harm, and that Pre-Game Noise will be entitled to seek extraordinary relief in a court of competent jurisdiction, including, but not limited to, injunctions and restraining orders. In addition, although we have no obligation to monitor or mediate any dispute between you and any other user of the Website, we reserve the right to do so at our absolute discretion.

17. Assignment
You do not have the right to assign this Agreement or any of your rights relating to your use of the Website to anyone. Pre-Game Noise has the right to assign any or all of its rights and duties under this Agreement to any third party. At the election of Pre-Game Noise, if Pre-Game Noise’s obligations hereunder are assumed by a third party, Pre-Game Noise shall be relieved of any and all liability under this Agreement.

18. Termination
This Agreement is effective until terminated by Pre-Game Noise, at its absolute discretion. Without limiting the foregoing, we may terminate this Agreement without notice to you if you fail to comply with any of its terms, or if you act in any way that we deem to be otherwise inappropriate or unlawful. Any such termination by Pre-Game Noise shall be in addition to and without prejudice to any other rights and remedies that may be available to Pre-Game Noise, including injunction and other equitable remedies.

19. Other Matters
This Agreement enures to the benefit of and is binding upon each of Pre-Game Noise and its successors, assigns and related persons, and you and your heirs, executors, administrators, successors, and personal representatives.

No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent or waiver of a continuing breach or default, or of any other breach or default. No consent or waiver will be effective unless it is made in writing and signed by all parties.
If any provision (or portion thereof) in this Agreement is invalid or unenforceable under applicable law, the remaining provisions (and the remaining portions thereof) will continue in full force and effect.

This Agreement has been drawn up in the English language at the express request of the parties. La présente convention a été rédigée en anglais à la demande expresse des parties.
Any rights not expressly granted by this Agreement are reserved to Pre-Game Noise.

20. Contact Us
Pre-Game Noise attempts to assist its users through its customer service representatives (“CSRs”). You may not communicate with our CSRs in any manner that is abusive, offensive, threatening, obscene, racist, sexist, defamatory or otherwise objectionable. If you communicate with our CSRs in such a manner, we may immediately, at our absolute discretion, terminate your User Account

If you have any questions about this Agreement, please contact Pre-Game Noise at: contact@pre-gamenoise.com