TERMS OF SERVICE

Last Updated: March 8, 2007

1. Acceptance of Terms
American Poolplayers Association, Inc. ("we" or "APA") provide our apaleagues.com Internet site and the web sites thereunder which are created by our franchisees (“League Operators”) and content, products and services, if any, that we might place or offer on or through those sites (collectively, the "Services"), to you subject to the following Terms of Service ("TOS"). Your use of the Services in whole or in part constitutes your binding acceptance of these TOS. If you do not agree to these TOS, you should not use the Services. Because we may modify all or any part of these TOS from time to time without notice to you, you should check back often so you are aware of your current rights and responsibilities. Your continued use of a given Service after changes to the TOS have been published on that Service constitutes your binding acceptance of the updated TOS. If at any time the TOS are no longer acceptable to you, you should immediately cease all use of the Services.

2. Description of Services
The Services include primarily content that is created by our League Operators and might include content that we create or that other third party content suppliers create.  Use of these Services is limited to APA and its employees and agents, League Operators and their employees, and members of APA.  The Services also provide certain email capability, which email may only be used by our League Operators in connection with managing their league operations.  The Services provide our League Operators with an opportunity to submit, post, display, transmit and/or exchange information, ideas, opinions, photographs, images, video, creative works or other information, messages, transmissions or material to us or others on or through that Service (collectively, the "Postings"). You understand that the Services are provided by APA "AS IS", and that APA does not guarantee the accuracy, integrity or quality of any content available on or through the Services. The appearance or availability of links to third party sites placed by League Operators through the Services does not constitute an endorsement by APA with respect to the content, advertising, products, or other materials available on or from such sites. Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to the TOS.

3. General Rules of Conduct
Your use of the Services is subject to all applicable local, state, national and international laws and regulations, and you agree not to violate such laws and regulations. In addition, you agree that:

• you will not interfere with another member's use and enjoyment of the Services;
• you will not interfere with or disrupt the security measures of the Services;
• you will not interfere with or disrupt networks connected to the Services;
• you will not use the Services to promote or generate revenue for any business or commercial purpose that is not related to league play of our members, unless authorized by APA;  and
• you will not use the Services to collect or store personal data about other users (provided that a League Operator may collect and store personal information about that League Operator’s team members provided that such collection and storage is otherwise in compliance with the League Operators Manual).

4. Postings
Although we reserve the right to edit Postings prior to their inclusion on the Services, as a general matter APA does not screen or monitor such content. Therefore, you understand that you are solely responsible for all Postings and other materials, whether publicly posted or privately transmitted, that are uploaded, posted, emailed, transmitted or otherwise made available from your email address on our through the Services. You further agree that your Postings will not violate these TOS. Specifically, you represent and warrant that your Postings will not contain any material that:

• is false, inaccurate, or misleading; infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights, or rights of publicity or privacy; violates a nondisclosure agreement, or violates any law or regulation (including, without limitation, those governing export control, unfair competition, or false advertising); is defamatory, constitutes trade libel or product disparagement, or is unlawfully threatening or harassing; is obscene or contains child pornography; or
• contains viruses, Trojan horses, time bombs, worms, cancelbots, easter eggs or other computer programming routines that may damage or interfere with the operation of any system, or unlawfully intercept any data or personal information.

You also agree that you will not:

• reproduce, distribute, republish or retransmit material posted by any other Services users without the permission of that user and APA; take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or
• interfere or attempt to interfere with the proper working of the Services, any activities conducted on or through the Services, or any networks through which you access the Services.

You further represent and warrant that:

• your Postings will be original and/or you will obtain all third-party permission necessary for the use of the Postings as set forth below; you are the sole and exclusive owner of all rights herein conveyed to APA and its affiliates; and
• you have the full and restricted power to convey such rights to APA and its affiliates free and clear of the claims of any other person or entity.

In sum, Postings do not reflect the views of APA and APA does not verify, endorse, or vouch for any such content. We do, however, enforce these TOS, and if we determine in our sole discretion that any Posting is inaccurate, was posted without authorization, or otherwise does or may violate these TOS, we reserve the right, at any time, without prior notice and without limiting any and all other rights we may have, at law or in equity, to (a) modify, refuse or remove the Posting; (b) revoke the applicable user's right to use the Services; and/or (d) use any technological, legal, operational or other means available to APA to enforce the provisions of these TOS, including, without limitation, blocking specific IP addresses or deactivating the applicable user's registration.

Finally, you specifically grant to APA and its affiliates and service providers (or warrant that the owner of such content grants to APA and its affiliates and service providers) a perpetual, worldwide, royalty-free, irrevocable, nonexclusive right and license, sublicensable through multiple tiers, to:

• use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display all Postings submitted by you or through your account, in whole or in part; use, in whole or in part, your name, likeness, photograph, voice, company name, screen name, e-mail address and/or other identifying information submitted by you as part of or in connection with such Postings ("Image"), and reproduce, publish, create derivative works from, distribute, perform and display materials containing the same; and
• incorporate the Postings and the Image in other works in any form, media or technology now known or later developed throughout the universe, and reproduce, publish, display and otherwise distribute the same.

For sake of clarity, by virtue of the above grant, you also give APA and its affiliates permission to copy your Postings and the Image as part of the normal backup process and/or to archive discussions containing your Postings and/or the Image.

5. APA's Proprietary Rights
Any software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, database, proprietary information and all copyrightable or otherwise legally protectible elements that APA might include in the Services, including, but not limited to, the selection, sequence and 'look and feel' and arrangement of items, and all trademarks, service marks and trade names, excluding any of your Postings and the design of your Local League Operator’s website (individually and/or collectively, "Material"), are the property of APA, its subsidiaries, affiliates, licensors or suppliers and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign, laws, regulations and treaties. The compilation of all content on each site is the exclusive property of APA. You may not reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party web site), or otherwise use, any materials contained on the Services (except for your Postings) without the express prior written consent of APA or its owner if APA is not the owner. In particular, you may not frame any Material without the express prior written consent of APA or the Material owner. You must not alter, delete or conceal any copyright or other notices contained on the Services, including notices on any Material you download, transmit, print or reproduce from the Services. Any unauthorized or prohibited use of any Material, may subject you to civil liability or criminal prosecution, or both, under applicable federal and state laws. You further agree not to access the Service by any means other than through the interface that is provided by APA for use in accessing the Service.

6. Directories and Other Membership Listings
Some of our Services allow users to make some of their personal information (including, but not limited to, name, company affiliation and job title) available to other visitors as part of a membership directory or other listing for that Service. Please remember: If you do not want certain information to be available to other Service users, you should not include it in any membership directory listing. As with all other content on the Services, we reserve the right to refuse (or remove) listings in our sole discretion, and without prior notice, if we determine that they are inaccurate, were posted without authorization, or otherwise violate these TOS.

7. Passwords and Other Security Issues
If we issue you a password, you agree to help protect your information by guarding that password, and by changing it as soon as possible if you believe its security has been compromised. If APA allows you to choose a username and you select, in APA's sole discretion, one that is obscene, indecent, abusive or which is otherwise objectionable, APA has the right, without prior notice to you, to automatically change your username, delete your Postings under it, deny you access to the Services, or any combination of these options. You may not transfer your registration, password or user name to another person or share it with anyone. We will not be responsible for any loss or damage that may result if you fail to comply with these requirements. If you believe your information has been used without your authorization, you agree to notify APA immediately.

8. Privacy Policy
APA respects your privacy. Please see our PRIVACY POLICY for important information and disclosures relating to the collection and use of your personally identifiable information in connection with your use of the Services.

9. Indemnification

You hereby agree to indemnify, defend and hold APA, its subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, licensors, representatives, licensors and suppliers (collectively, the "APA Parties"), harmless from and against any and all liability, losses, expenses, damages and costs (including attorneys' fees), incurred by any APA Party in connection with any claim arising out of your use of the Services, any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you, the content you submit, post, transmit or make available through the Services, your violation of these TOS, your connection to the Services, or your violation of the rights of any other person or entity.

APA reserves the right to assume, at its sole expense, the exclusive defense and control of any claim, action or other matter for which you are required to indemnify us, and all negotiations for settlement or compromise thereof, and you agree to fully cooperate with APA in the defense of any such claim, action, settlement or compromise negotiations, as requested by APA.

10. Disclaimers of Warranties

THE SERVICES, AND MATERIALS, PRODUCTS AND POSTINGS ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION, PROMISE OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE, OR UNINTERRUPTED OR ERROR FREE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED OR THAT ANY ERRORS WILL BE CORRECTED. IN ADDITION, ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. Without limiting the foregoing, APA is not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Services. As between you and APA, you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Services, including, without limitation, postings and materials associated with your use of the Services. Under no circumstances shall any APA Party be liable for any loss or damage caused by your reliance on information obtained through the Services. It is your responsibility to evaluate the information, opinion, advice, or other content available through the Services.

11. Limitation of Liability

IN NO EVENT SHALL ANY APA PARTY BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, UNDER ANY THEORY, INCLUDING NEGLIGENCE, FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, ACTUAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF SUCH APA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. BY USING THE SERVICES, YOU AGREE THAT THIS LIMITATION WILL APPLY TO ANY MERCHANDISE, SERVICES, AND CONTENT THAT MAY BE AVAILABLE THROUGH SUCH SERVICES. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, YOU AGREE THAT IN NO EVENT SHALL THE TOTAL LIABILITY OF ANY APA PARTY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION OF ANY KIND EXCEED ONE HUNDRED DOLLARS ($100.00). Notwithstanding any claim that a sole or exclusive remedy which is provided in this agreement may or does fail of its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage shall be to have APA, upon written notice from you to us, attempt to repair, correct or replace any deficient Service and, if repair, correction or replacement is not reasonably commercially practicable for APA, in its sole discretion, to refund any monies actually paid by you for the Service involved and to terminate and discontinue your use of the Services.

12. Miscellaneous

General. This site is created, controlled and operated by APA in the USA, and is intended solely and exclusively for residents of the United States and Canada, and their territories and possessions who are at least 13 years of age or older. If you choose to access this site from another location, you are responsible for complying with local laws, if and to the extent that local laws apply.

Entire Agreement. These TOS, including the policies referred to in these TOS, constitute the entire agreement between you and APA with respect to your use of the Services, superseding any prior agreements between you and APA, but not those contain in any franchise agreement between you and APA. As noted above, you also may be subject to additional terms and conditions that may apply when you use or purchase certain other APA services, affiliate services, third-party content or third-party software. These TOS cannot be changed or terminated orally.

Assignment. You agree that the TOS may be automatically assigned, in whole or in part, by APA or its affiliate to a third party, in our sole discretion, in connection with a merger, acquisition, reorganization or sale of substantially all of our assets, in whole or in part.

Choice of Law and Forum. The formation, construction and interpretation of this agreement shall be controlled by the laws of the State of Missouri, giving no effect to choice of law provisions. Any dispute relating to this agreement shall be subject to the exclusive jurisdiction of the state and federal courts in St. Charles and St. Louis, Missouri, and the parties agree to submit to the personal and exclusive jurisdiction of these courts.

18. Violations

APA respects the intellectual property of others, and we ask our users to do the same. If you believe that content you own has been copied and made accessible in a manner that violates your intellectual property rights, please review our COPYRIGHT NOTICE.

For questions about terms of service, the practices of this site or any dealings with APA, contact us at:

American Poolplayers Association, Inc.

1000 Lake St. Louis Blvd.

Suite 325

Lake St. Louis, Missouri 63367

Attn:  Copyright Agent

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