Updated 18 Aug 2021

IMPORTANT LEGAL NOTICE REGARDING TERMS OF USE OF NIGHTERY

PLEASE CAREFULLY READ THESE TERMS OF USE BEFORE USING NIGHTERY, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.

ACCOUNT HOLDER AGREEMENT

Honor Mountain Interactive Inc. (the “Company”) owns and operates the NIGHTERY fantasy sports platform (the “Platform”) that links to these Terms of Use. We are pleased to offer you access to our Platform, and the ability to participate in our fantasy sports contests of skill, along with other content, products, services, and promotions (collectively the "Services") that we may provide from our Platform, subject to these Terms of Use (the "Terms of Use", or “Terms”), our privacy policy (the "Privacy Policy") and the Official Rules and Regulations for the applicable contests and promotions (the "Rules" or "Rules and Scoring," and together with the Terms of Use and the Privacy Policy, the "Agreements").

CONSIDERATION

You agree to these Terms of Use by accessing or using the Platform, registering for Services offered on the Platform, or by accepting, uploading, submitting or downloading any information or content from or to the Platform. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE, DO NOT USE THE PLATFORM. These Terms of Use constitute a legal agreement between you and NIGHTERY, and shall apply to your use of the Platform and the Services even after termination.

ELIGIBILITY

You must be at least eighteen (18) years of age to open an account, participate in contests, host contests or win prizes offered on the Platform. In jurisdictions, territories, and locations where the minimum age for permissible use of the Platform is greater than eighteen (18) years old, you must meet the age requirement in your local jurisdiction or territory. You must be at least nineteen (19) years of age at time of account creation if you are a legal resident of Nebraska. Legal residents physically located in any of the fifty (50) states and Washington, DC, excluding Arizona, Hawaii, Idaho, Louisiana, Montana, Nevada and Washington (the “Excluded States”) are eligible to open an account. To participate in contests offered by the Platform you must be physically in an approved state. You agree to abide by all applicable laws in the jurisdiction where you are located while using the Platform. Legal residents of the Excluded States are eligible to open and maintain accounts on the Platform for use only in games that do not offer prizes, if and when offered. However, legal residents of Idaho who are physically located outside of the Excluded States are eligible to make purchases, enter contests and earn prizes offered by the Platform.

You may establish only one account per person to participate in the Services offered on the Platform. In the event NIGHTERY discovers that you have opened more than one account per person, in addition to any other rights that NIGHTERY may have, NIGHTERY reserves the right to suspend or terminate any or all of your accounts and terminate, withhold or revoke the awarding of any prizes, play credits, cash earned, and rewards of any type.

You are responsible for maintaining the confidentiality of your login credentials and access to your devices used to access our Platform, and you accept responsibility for all activities, charges, and damages that occur under your account. It shall be a violation of these Terms of Use to allow any other person to use your account to participate in any contest or host any contest.

If you have reason to believe that someone is using your account without your permission, you must contact us immediately upon having that belief. NIGHTERY is not responsible for any loss or damage resulting from your failure to notify us of unauthorized use. If we request registration information from you, you must provide us with accurate and complete information and must update the information when it changes.

"Authorized Account Holder" is defined as the natural person 18 years of age or older who is assigned to a phone number by an Internet access provider, on-line service provider, or other organization (e.g., business, education institution, etc.) that is responsible for assigning the personally identifiable information (phone number and/or email) used for registration on the Platform.

By inputting a payment method to participate in real money contests, the Authorized Account Holder hereby affirms that the Authorized Account Holder is the lawful owner of the payment method account used to make any and all deposits on the Platform. Deposits appear on the Platform as “Play Credits.” It shall be a violation of these Terms of Use for any Authorized Account Holder to submit payment using any payment method that is not owned by the Authorized Account Holder.

If any deposit is charged back, any winnings and/or cash rewards generated from NIGHTERY contests shall be invalidated, forfeited and deducted from your Account balance. In addition, the amount of the deposit will be invalidated, forfeited and deducted from the Account balance. NIGHTERY reserves the right to close your account – without notice – shall a deposit be charged back.

NIGHTERY employees (“Employees”) and Immediate Family Members (an “Immediate Family Member” means any domestic partner and relative of the employee who resident at an employee’s residence, including but not limited to parents, grandparents, in-laws, children, siblings, and spouses) are not permitted to play in any public contests for cash hosted on the Platform; provided, however, Employees and Immediate Family Members are permitted to play in the following contests on the Platform: NIGHTERY-sponsored Private Contest, Private Contests for cash, or Private Contests for prizes other than cash. A “Private Contest” is one that is not listed in the Platform public domain, and is hosted by another Employee, relative, or friend of the Employee or Immediate Family Member participating. Employees and relatives living in the same household as such employees located in Colorado, are prevented from competing in any fantasy contests offered by any fantasy contest operator in which the operator offers a cash prize.

Professional or amateur athletes, sports agents, coaches, team owners, team employees, referees or league officials, and their immediate family members, are not eligible to participate in, and are strictly prohibited from entering, any NIGHTERY contests in the sport in which they are associated.

CONTEST ENTRY

Customers will be able to visit the Platform and view the contests available for entry (the "Contests"). Each individual Contest that is not free to enter has an entry fee listed in US dollars. When you select to participate in a Contest and complete the entry process, the listed amount of US dollars will be debited from your NIGHTERY play credits amount.

NON-REFUNDABLE DEPOSIT POLICY

A deposit, which appears as Play Credits, made on our Platform will appear on your statement as Honor Mountain Interactive (the company which owns and operates the NIGHTERY fantasy app.) All payments are final. No refunds will be issued. Play Credits expire one year from the most recent deposit date. In the event of a dispute regarding the identity of the person submitting an entry, the entry will be deemed submitted by the person in whose name the account was registered.

CONDITIONS OF PARTICIPATION

By entering a Contest, entrants agree to be bound by these Rules and the decisions of Honor Mountain Interactive, which shall be final and binding in all respects. The Company, at its sole discretion, may disqualify any entrant from a Contest, refuse to award benefits or prizes and require the return of any prizes, if the entrant engages in conduct or otherwise utilizes any information the Company deems to be improper, unfair or otherwise adverse to the operation of the Contest or is in any way detrimental to other entrants. These Terms prohibit entering a Contest if the entrant is:

In addition, conduct that would be deemed improper also includes, but is not limited to:

Authorized Account Holder further acknowledges that the forfeiture and/or return of any prize shall in no way prevent the Company from pursuing criminal or civil proceedings in connection with such conduct.

By entering into a Contest or accepting any prize, entrants, including but not limited to the winner(s), agree to indemnify, release and to hold harmless Honor Mountain Interactive Inc, affiliates and agents, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities (collectively, the "Released Parties"), from any and all liability, claims or actions of any kind whatsoever, including but not limited to injuries, damages, or losses to persons and property which may be sustained in connection with participation in the Contest, the receipt, ownership, use or misuse of any prize, use or misuse of any reward, or while preparing for, participating in and/or travelling to or from any prize related activity, as well as any claims based on publicity rights, defamation, or invasion of privacy. Honor Mountain Interactive may, in its sole and absolute discretion, require an Authorized Account Holder to execute a separate release of claims similar to the one listed above in this Paragraph as a condition of being awarded any prize or receiving any payout.

Honor Mountain Interactive and its NIGHTERY fantasy Platform is not responsible for: any incorrect, invalid or inaccurate entry information; human errors; postal delays/postage due mail; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, deletions or defects of any telephone system or network, computer online systems, data, computer equipment, servers, providers, or software (including, but not limited to software and operating systems that do not permit an entrant to participate in a Contest), including without limitation any injury or damage to any entrant's or any other person's computer or video equipment relating to or resulting from participation in a Contest; inability to access the Platform, or any web pages that are part of or related to the Platform; theft, tampering, destruction, or unauthorized access to, or alteration of, entries and/or images of any kind; data that is processed late or incorrectly or is incomplete or lost due to telephone, postal issues, computer or electronic malfunction or traffic congestion on telephone lines or transmission systems, or the Internet, or any service provider's facilities, or any phone site or Platform or for any other reason whatsoever; typographical, printing or other errors, or any combination thereof.

Honor Mountain Interactive and its NIGHTERY fantasy Platform is not responsible for incomplete, illegible, misdirected or stolen entries. If for any reason a Contest is not capable of running as originally planned, or if a Contest, computer application, or Platform associated therewith (or any portion thereof) becomes corrupted or does not allow the proper entry to a Contest in accordance with the Terms of Use or applicable Contest rules, or if infection by a computer (or similar) virus, bug, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes of any kind, in the sole opinion of NIGHTERY corrupts or affects the administration, security, fairness, integrity, or proper conduct of a Contest, the Company reserves the right, at its sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, extend, modify or suspend the Contest, and select the winner(s) from all eligible entries received. If such cancellation, termination, modification or suspension occurs, a notification will be posted on the Platform.

ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE THE PLATFORM OR UNDERMINE THE LEGITIMATE OPERATION OF ANY CONTEST IS A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, NIGHTERY RESERVES THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. All entries become the property of NIGHTERY and will not be acknowledged or returned.

To be eligible to enter any contest or receive any prize, the Authorized Account Holder may be required to provide the Company with additional documentation and/or information to verify the identity of the Authorized Account Holder, and to provide proof that all eligibility requirements are met. In the event of a dispute as to the identity or eligibility of an Authorized Account Holder, the Company will, in its sole and absolute discretion, utilize certain information collected by the Company to assist in verifying the identity and/or eligibility of such Authorized Account Holder.

Participation in each Contest must be made only as specified in the Terms of Use. Failure to comply with these Terms of Use will result in disqualification and, if applicable, prize forfeiture.

Where legal, both entrants and winner consent to the use of their name, voice, and likeness/photograph in and in connection with the development, production, distribution and/or exploitation of any Contest or the Platform. Winners agree that from the date of notification by NIGHTERY of their status as a potential winner and continuing until such time when the Company informs them that they no longer need to do so that they will make themselves available for NIGHTERY publicity, advertising, and promotion activities.

The Company reserves the right to move entrants from the Contests they have entered to substantially similar Contests in certain situations determined by the Company in its sole discretion.

CONTEST PRIZES AND PROMOTIONS

Prizes will only be awarded if a Contest is filled and run to completion. We reserve the right to cancel Contests at any time. In the event of a cancellation, all entry fees in the form of Play Credits will be refunded to the customer except as specifically provided in these Terms of Use.

Each Contest or promotion is governed by its own set of official rules. It is the responsibility of each Contestant to read such Contest and promotions Rules before participating.

OTHER LEGAL RESTRICTIONS

CONTEST OF SKILL

Contests offered on the Platform are contests of skill. Winners are determined by the objective criteria described in the Contest deadline, roster, Rules, scoring, and any other applicable documentation associated with the Contest. From all entries received for each Contest, winners are determined by the individuals who use their skill and knowledge of relevant sports information and fantasy sports rules to accumulate the most points according to the corresponding scoring rules. The Platform and Contests may not be used for any form of illicit gambling.

CONTEST STATISTICS AND LIVE SCORING

To the extent that we offer 'live' statistics during gameplay, all 'live' statistics and other information provided through the NIGHTERY Platform and related information sources are unofficial. Live sports statistics and their respective components are offered for informational and/or entertainment purposes only and are not used to determine the results of our Contests. While NIGHTERY and the third parties used to provide the NIGHTERY Services use reasonable efforts to include accurate and up-to-date information, neither NIGHTERY nor its third party providers warrant or make any representations of any kind with respect to the information provided through the NIGHTERY Platform and related information sources. NIGHTERY and its third party providers shall not be responsible or liable for the accuracy, usefulness, or availability of any information transmitted or made available via the NIGHTERY Platform and related information sources, and shall not be responsible or liable for any error or omissions in that information.

CONTEST RESULTS

Contest results and prize calculations are based on the final statistics and scoring results at the completion of the last professional sports game of each individual Contest. Once Contest results are reviewed and validated prizes are awarded. The scoring results of a Contest will not be changed regardless of any official statistics or scoring adjustments made by the leagues at later times or dates, except at the sole discretion of the Company.

The Company reserves the right, in its sole and absolute discretion, to deny any contestant the ability to participate in head-to-head contests for any reason whatsoever. Further, the Company may, in its sole and absolute discretion, invalidate any head-to-head contest result for the purposes of preventing abusive and/or any unfair or potentially unlawful activity, or in the event that there is a risk of any such abusive, illegal, or unfair activity.

PRIZES

At the conclusion of each Contest, prizes will be awarded by the following day except in circumstances where technical failure, inability of the Company to verify your compliance with these Terms, or other reasons prevent such timely payout. Contest prizes are listed in our prize table list. Prizes won are added to the winning participants account balance. In the event of a tie, prizes are divided evenly amongst the participants that have tied, rounded to the nearest cent.

PRIZE TABLES

Contest prize payouts will be published with the creation of each new contest. The Company reserves the right, in its sole discretion, to cancel or suspend the contests (or any portion thereof) should virus, bugs, unauthorized human intervention, or other causes corrupt administration, security, fairness, integrity or proper operation of the Contest (or any portion thereof) warrant doing so.

PAYMENT AND WITHDRAWAL OF PRIZES

Winners are posted on the Platform.

Before making any payment, the Company may require that an entrant complete and execute an affidavit of eligibility in which, among other things, the entrant is required to represent and warrant that the entrant is eligible to participate in a Contest, is otherwise in compliance with this Agreement and, potentially, is required to provide documentation or proof of eligibility and compliance. If the Company requests that an entrant completes and executes such an affidavit and the entrant fails to do so within seven (7) days, or the Company otherwise determines that the entrant does not meet the eligibility requirements or is not in compliance with these Terms, the Company reserves the right to terminate the entrant’s account and withhold or revoke the awarding of any prizes associated with such account. In such a situation, the Company may pay out any withheld or revoked prizes to the other entrants in the relevant contest in a manner consistent with the Rules of the Contest.

An Authorized Account Holder may withdraw cash prize awards as well as host cash rewards (collectively the cash balance), by using the "Withdraw Cash" option found on the Platform’s Menu screen. An Authorized Account Holder must complete a W-9 tax form, and may be requested to complete an affidavit of eligibility and a liability/publicity release (unless prohibited by law)and forms of identification including but not limited to a Driver's License, Proof of Residence, and/or any information relating to payment/deposit accounts as reasonably requested by the Company in order to complete a withdraw. Failure to comply with this requirement may result in disqualification and forfeiture of your cash balance. Disqualification or forfeiture of any prizes and/or cash rewards may also occur if it is determined any such entrant did not comply with these Terms of Use in any manner.

Payments from the Company’s bank accounts for customer withdrawal requests are processed within 14 business days of the requested withdrawal date.

All taxes associated with the receipt of any prize and/or cash reward are the sole responsibility of the customer. In the event that the awarding of any prize and/or cash reward is challenged by any legal authority, the Company reserves the right in its sole discretion to determine whether or not to award such prizes and rewards.

No substitution or transfer of in-app cash is permitted, except that the Company reserves the right to substitute a prize of equal value or greater if the advertised prize is unavailable. All prizes are awarded "as is" and without warranty of any kind, express or implied (including, without limitation, any implied warranty of merchantability for a particular purpose).

Any withdrawal requests, after approved by the Company, may be credited back to the same credit card or method of payment used to deposit funds on the Platform. The Company may only release withdrawals to a different credit card or other payment method other than that which was used to make deposit(s) after the aggregate amount of such deposit(s) has already been released back to the credit card(s) or payment method(s) used for the deposit(s).

PLAYER RESERVE

Customer deposits, along with Contest prizes and cash rewards after contests are finished, are held in a separate, segregated bank account (the "Segregated Account") held by Honor Mountain Interactive Inc. Withdrawals which will be made from this Segregated Account, and checks issued from the Segregated Account, may bear the names of Honor Mountain Interactive Inc. Vendors, players, and creditors shall be aware that the funds in the Segregated Account are not available to creditors of Honor Mountain Interactive nor the in connection with the NIGHTERY fantasy Platform

The Company will take appropriate steps to prevent unauthorized withdrawals from consumer accounts. In the event of a dispute as to the identity of a customer, the Company, can require its users to produce a copy of their driver’s license, credit cards, utility bills or passport for identity verification. If a customer cannot validate their identity and account, NIGHTERY will not release the funds from the account. Once per month, the Company shall reconcile all liabilities owed to users and the sum of funds or credits in the Segregated Account, and credits due to the Company from credit card processors as of the end date of the immediately preceding month.

Players who believe that funds held by or their accounts with NIGHTERY have been misallocated, compromised or otherwise mishandled, may register a complaint with the Company by tapping “Get Support” within the NIGHTERY app Menu screen, then tapping the “File a complaint” button. The Company shall use its best efforts to respond to such complaints within ten (10) days. If the Company determines that the relief requested in the complaint will not be granted, its response will set forth the specific reasons therefore. If more information is required for the Company to process the complaint, the response will note the form and nature of the necessary additional information needed.

A player can request to withdraw funds from their account at any time their cash balance is $20.00 or more. A player must first fill out a W-9 tax form before requesting a withdrawal. Requests for withdrawal will be honored within ten (10) business days. A request for withdrawal will be considered honored if it is processed by the Company but delayed by a payment processor, credit card issuer, or by the custodian of a financial account. Players can also permanently close their account at any time for any reason from within the “Play Responsibly” screen.

TERMINATION AND EFFECT OF TERMINATION

In addition to any other legal or equitable remedy, NIGHTERY may, without prior notice, immediately revoke any or all of your rights granted hereunder. In such event, you will immediately cease all access to and use of the NIGHTERY Platform. The Company may revoke any password(s) and/or account identification issued to you and deny you access to and use of the Platform. Any such action shall not affect any rights and obligations arising prior thereto. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

DISCLAIMER OF WARRANTIES

THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE PLATFORM, ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE COMPANY AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) ABOUT: (A) THE PLATFORM; (B) THE CONTENT AND SOFTWARE ON AND PROVIDED THROUGH THE PLATFORM; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR ACCESSED THROUGH THE PLATFORM; (D) THE MESSAGES AND INFORMATION SENT FROM THE PLATFORM BY USERS; (E) ANY PRODUCTS OR SERVICES OFFERED VIA THE PLATFORM OR HYPERTEXT LINKS TO THIRD PARTIES; AND/OR (F) SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE PLATFORM OR ANY LINKED SITE. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM, ANY OF THE PlatformS' FUNCTIONS OR ANY CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE COMPANY DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, THE COMPANY SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE Platform, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE PLATFORM OR THE CONTENT. FURTHER, THE COMPANY AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.

THE COMPANY, ITS PARENTS, SUBSIDIARIES AND AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER REPRESENTATIVES OF EACH OF THEM, SHALL NOT BE LIABLE FOR THE USE OF THE Platform INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THIS AGREEMENT.

LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT THE COMPANY LIMITS ITS LIABILITY IN CONNECTION WITH YOUR USE OF THE PLATFORM AS SET FORTH BELOW: UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS PARENTS, SUBSIDIARIES, OR AFFILIATES, OR THE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM (COLLECTIVELY, THE "COMPANY ENTITIES AND INDIVIDUALS"), BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (1) THE PLATFORM, THE CONTENT, OR YOUR UPLOAD INFORMATION; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE PLATFORM; (3) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE COMPANY OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE Platform OR CONTENT;(4) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; OR (5) ANY ERRORS OR OMISSIONS IN THE Platform'S TECHNICAL OPERATION, EVEN IF FORESEEABLE OR EVEN IF THE COMPANY ENTITIES AND INDIVIDUALS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE Platform). IN NO EVENT WILL THE COMPANY ENTITIES AND INDIVIDUALS BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE COMPANY ENTITIES AND INDIVIDUALS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100). THE COMPANY ENTITIES AND INDIVIDUALS ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER'S COMPUTER, HARDWARE, COMPUTER SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION. YOUR ACCESS TO AND USE OF THIS PLATFORM IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR ANY OF THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE Platform OR THE CONTENT. YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF THE COMPANY'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY Platform OR OTHER PROPERTY OWNED OR CONTROLLED BY THE COMPANY AND/OR ITS PARENTS, SUBSIDIARIES, AND/OR AFFILIATES OR YOUR UPLOAD INFORMATION, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY COMPANY PLATFORM OR OTHER PROPERTY OR YOUR UPLOAD INFORMATION OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO. BY ACCESSING THE Platform, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE SECTION 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS.

INTELLECTUAL PROPERTY RIGHTS

The content on the Platform, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like and the trademarks, service marks and logos contained therein (the "Intellectual Property"), are owned by or licensed to the Company, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Platform is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. The Company reserves all rights not expressly granted in and to the Platform and the Intellectual Property. You agree to not engage in the use, copying, or distribution of any of the Intellectual Property other than expressly permitted herein. If you download or print a copy of the Intellectual Property for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Platform or features that prevent or restrict use or copying of any Intellectual Property or enforce limitations on use of the Platform or the Intellectual Property therein.

Some of the Services may allow you to submit or transmit audio, video, text, or other materials (collectively, "User Submissions") to or through the Services. When you provide User Submissions, you grant to the Company, its parents, subsidiaries, affiliates, and partners a non-exclusive, worldwide, royalty-free, fully sublicenseable license to use, distribute, edit, display, archive, publish, sublicense, perform, reproduce, make available, transmit, broadcast, sell, translate, and create derivative works of those User Submissions, and your name, voice, likeness and other identifying information where part of a User Submission, in any form, media, software, or technology of any kind now known or developed in the future, including, without limitation, for developing, manufacturing, and marketing products. You hereby waive any moral rights you may have in your User Submissions.

In addition, you agree that any User Submissions you submit shall not contain any material that is, in the sole and absolute discretion of the Company, inappropriate, obscene, vulgar, unlawful, or otherwise objectionable (hereinafter, "Prohibited Content"). Posting of any Prohibited Content, in addition to any and all other rights and remedies available to the Company, may result in account suspension or termination.

We respect your ownership of User Submissions. If you owned a User Submission before providing it to us, you will continue owning it after providing it to us, subject to any rights granted in the Terms of Use and any access granted to others. If you delete a User Submission from the Services, our general license to that User Submission will end after a reasonable period of time required for the deletion to take full effect. However, the User Submission may still exist in our backup copies, which are not publicly available. If your User Submission is shared with third parties, those third parties may have retained copies of your User Submissions. In addition, if we made use of your User Submission before you deleted it, we will continue to have the right to make, duplicate, redistribute, and sublicense those pre-existing uses, even after you delete the User Submission. Terminating your account on a Service will not automatically delete your User Submissions.

We may refuse or remove a User Submission without notice to you. However, we have no obligation to monitor User Submissions, and you agree that neither we nor our parents, subsidiaries, affiliates, employees, or agents will be liable for User Submissions or any loss or damage resulting from User Submissions.

Except as provided in the Privacy Policy, we do not guarantee that User Submissions will be private, even if the User Submission is in a password-protected area. Accordingly, you should not provide User Submissions that you want protected from others.

You represent and warrant that you have all rights necessary to grant to the Company the license above and that none of your User Submissions are defamatory, violate any rights of third parties (including intellectual property rights or rights of publicity or privacy), or violate applicable law.

Nothing in the Terms of Use shall create or confer any rights or other benefits in favor of any third parties except as specifically provided herein. By participating in any Contest on the Platform, you agree to indemnify, protect, defend and hold harmless the Company, and its respective directors, officers, employees, agents and representatives from and against any and all third party claims, liabilities, losses, damages, injuries, demands, actions, causes of action, suits, proceedings, judgments and expenses, including reasonable attorneys’ fees, court costs and other legal expenses including, without limitation, those costs incurred at the trial and appellate levels and in any bankruptcy, reorganization, insolvency or other similar proceedings, and any other legal expenses (collectively, "Claims") arising from or connected with your use of the Platform, any payment methods used, any funding of your account, and/or your participation in any Contest. The Platform may contain links to third party Platforms that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party Platforms. In addition, the Company will not and cannot censor or edit the content of any third-party site. By using the Platform, you expressly relieve the Company from any and all liability arising from your use of any third-party Platform. Accordingly, we encourage you to be aware when you leave the Platform and to read the terms and conditions and privacy policy of each other Platform that you visit.

Nothing in the Terms of Use shall create or be deemed to create a partnership, agency, trust arrangement, fiduciary relationship or joint venture between you and the Company.

No professional or amateur sports league or any team associated with any professional or amateur sports league is associated with the Company or in any way affiliated or associated with the Contests.

Third-party online publishers that refer users to the NIGHTERY Platform shall not be responsible or liable for the NIGHTERY Platform or any of the content, software, or functions made available on, or accessed through, or sent from, the NIGHTERY Platform.

If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

The Company reserves the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. If you continue to use the Services after we change the Terms of Use, you accept all changes. The failure of the Company to comply with any provision of these Terms of Use due to an act of Mother Nature, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities outside of the control of the Company (excepting compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of these Terms of Use.

NIGHTERY AND OTHER TRADEMARKS CONTAINED ON THE PLATFORM ARE TRADEMARKS OR REGISTERED TRADEMARKS OF HONOR MOUNTAIN INTERACTIVE INC. IN THE UNITED STATES AND/OR OTHER COUNTRIES. THIRD PARTY TRADEMARKS, TRADE NAMES, PRODUCT NAMES AND LOGOS MAY BE THE TRADEMARKS OR REGISTERED TRADEMARKS OF THEIR RESPECTIVE OWNERS. YOU MAY NOT REMOVE OR ALTER ANY TRADEMARK, TRADE NAMES, PRODUCT NAMES, LOGO, COPYRIGHT OR OTHER PROPRIETARY NOTICES, LEGENDS, SYMBOLS OR LABELS ON THE PLATFORM.

FOR CONTENT PROVIDERS / OPTIMIZATION TOOLS

Content providers are expressly prohibited from engaging in the distribution of pre-built lineups that require no substantive input from the user.

The Company reserves the right to enforce its Terms of Use if the Company, in its sole discretion, determines that the services provided by a content provider’s platform (including but not limited to Platforms, mobile applications, or social media accounts) is detrimental to the Company brand or brands, including, without limitation, in any manner that is disparaging or that otherwise portrays NIGHTERY or the Company in a negative light, or has a negative impact on the integrity of the Company's product or business operations.