THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES, DISCLAIMERS OF LIABILITY AND AN EXCLUSIVE REMEDY, AND A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY.
1. This is a Legal Agreement.
These Terms of Service (the "Terms") are a legal agreement between you and Saint Paul Arena Company, LLC (“SPAC”) and its affiliates governing your access to and use of the websites and online services that display or provide an authorized link to these Terms (collectively, the "Services").
Please read the Terms carefully before using the Services. You may wish to print a copy of these Terms or save them to your device for future reference. Your use of the Services indicates your acceptance and agreement to be bound by the Terms. Do not use the Services if you do not accept the Terms. We may modify the Services or the Terms at any time, for example to reflect changes in laws or regulatory requirements. Any use of the Services by you after we post modifications to the Terms constitutes your acceptance of those modifications.
2. Prohibited Content and Activities.
You may not access or use, or attempt to access or use, the Services to take any action that could harm us or any other person or entity (each a "person"), interfere with the operation of the Services, or use the Services in a manner that violates any laws. For example, you may not:
- Impersonate any person or falsely state or otherwise misrepresent your credentials, affiliation with any person, or the origin of any information you provide;
- Engage in unauthorized spidering, scraping, or harvesting of content or information, or use any other unauthorized automated means to compile information;
- Solicit, collect, transmit, store, or otherwise make available private information of any third party including, without limitation, telephone numbers, addresses, last names, email addresses, Social Security numbers, or credit or debit card numbers;
- Obtain or attempt to gain unauthorized access to other computer systems, materials, information, or any services available on or through the Services;
- Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services or attempt to probe, scan, test the vulnerability of, or breach the security of any system, device, or network;
- Circumvent, reverse engineer, decipher, decompile, disassemble, decrypt, or otherwise alter or interfere with (or attempt, encourage, or support anyone else's attempt to engage in such activities) any of the software comprising or in any way making up a part of the Services. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools, or network probing tools) is strictly prohibited;
- Use or attempt to use another's information, account, password, service, or system except as expressly permitted;
- Take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
- Upload or otherwise transmit any communication, software, or material that contains a virus or is otherwise harmful to our or our users' computers, devices, or systems; or
- Engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in our sole judgment, exposes us, users, or any other third party to any liability, damages, or detriment of any type.
Violations of system or network security and certain other conduct may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms. We may suspend or terminate your access to the Services for any or no reason at any time without notice.
3. User Submissions.
Certain areas of the Services may enable you to post comments, send emails, or otherwise post, publish, submit, transmit, upload, send, or otherwise provide ("provide") information to us or other persons. You remain fully responsible for the content and other materials that you provide to us or others in connection with the Services, including without limitation information, audio recordings, videos, photographs, documents, or other materials ("User Content"). You agree not to provide User Content that:
- Infringes on, misappropriates, or otherwise violates the copyright, trademark, patent, or other intellectual property right of any person;
- Is false, misleading, libelous, slanderous, defamatory, obscene, abusive, hateful, threatening, harassing, or sexually-explicit;
- Violates a person's right to privacy or publicity;
- Contains advertising or a solicitation of any kind;
- Exploits, harms, personally attacks (personal attacks include, but are not limited to, defamatory, sexual and/or sexually implicit remarks) or impersonates any person or entity or falsely states or otherwise misrepresents an affiliation with a person or entity;
- Degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, orientation or identity, disability, or other classification;
- Transmits, stores, or otherwise makes available a virus, trojan horse, worm, time bomb, spyware, bot, or other harmful or deleterious programming routine;
- Transmits, stores, or otherwise makes available material which contains any material of a commercial nature, including but not limited to advertising, promotions, "junk mail," "spam," "pyramid schemes," "chain letters," or solicitation of any kind;
- Transmits, stores, or otherwise makes available material which is irrelevant to the subject matter of the Services;
- Contains epithets or other language or material intended to intimidate or to incite violence; or
- Violates any applicable local, state, national, or international law, or advocates illegal activity.
4. Registration for Non-Subscription Services.
You may be asked to register for certain activities in connection with the Services. When you register or provide any other information in connection with the Services, you agree to provide accurate, current, and complete information about yourself as requested or directed and to promptly update this information to maintain its accuracy. SPAC has the right to suspend or terminate any account or other registration and to refuse any and all current or future use if it suspects that such information is inaccurate or incomplete. You are responsible for maintaining the confidentiality of any password and username that you are given or select, and you are responsible for all activities that occur under your password or account.
5. Intellectual Property.
All content, information, computer code, software, and any other materials that are part of the Services other than your User Content (collectively, the "SPAC Content") is the property of SPAC or third parties. You may access, use, and display the Services and print copies of the SPAC Content only for non-commercial, informational, personal use, without modification or alteration in any way, and only so long as you comply with these Terms.
6. Linking to our Services.
You may link to our Services provided that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest or imply any form of association, approval, or endorsement on our part where none exist and no link to our Services may be "framed" to the extent such frame contains any sponsorship, advertising, or commercial text or graphics. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the User Content standards described in these Terms.
7. Change or Termination.
SPAC may change or terminate these Terms for any reason at any time, for example to reflect changes in laws or regulatory requirements. We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to and use of the Services, with or without prior notice. Otherwise applicable sections of these Terms shall survive termination. SPAC also reserves the right to seek all remedies available at law and in equity for violations of these Terms.
9. Disclaimer of Warranties.
YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE OPERATION OF THE SERVICES OR THE INFORMATION, MATERIALS, GOODS, OR SERVICES APPEARING OR OFFERED ON THE SERVICES OR WITH RESPECT TO ANY WEBSITES OR SERVICES LINKED FROM THE SERVICES. THE SERVICES ARE PROVIDED "AS IS", "WITH ALL FAULTS," AND "AS AVAILABLE." WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO (I) THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, QUIET ENJOYMENT, NO LIENS, AND NO ENCUMBRANCES; (II) THE WARRANTIES AGAINST INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY PERSON; (III) WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE IN TRADE; AND (IV) THE WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF DATA OR CONTENT MADE AVAILABLE ON THE SERVICES OR OTHERWISE BY THE SPAC. FURTHER, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON OR THE NEEDS OR REQUIREMENTS SET FORTH IN ANY DOCUMENTATION. WE MAKE NO WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, THAT THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE SPAC CONTENT, FUNCTIONS, OR MATERIALS CONTAINED THEREIN, WILL BE TIMELY, SECURE, ACCURATE, ERROR-FREE, COMPLETE, UP-TO-DATE, FREE OF VIRUSES, OR UNINTERRUPTED. THE SPAC DOES NOT NECESSARILY ENDORSE, SUPPORT, SANCTION, ENCOURAGE, OR AGREE WITH ANY SPAC CONTENT OR ANY USER CONTENT, AND WE EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND LIABILITIES IN CONNECTION WITH ANY USER CONTENT OR SPAC CONTENT. THE SPAC MAKES NO REPRESENTATION THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE OUTSIDE OF THE UNITED STATES. NO ORAL OR WRITTEN INFORMATION MADE AVAILABLE BY OR ON BEHALF OF THE SPAC SHALL CREATE ANY WARRANTY.
IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED OR STATUTORY WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
10. Exclusive Remedy and Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL THE SPAC, ITS AFFILIATES, OR ANY PARTY INVOLVED IN OPERATING, CREATING, PRODUCING, OR DELIVERING THE SERVICES BE LIABLE FOR DAMAGES OR LOSSES INCLUDING WITHOUT LIMITATION DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR LOST PROFITS ARISING OUT OF THE TERMS OR YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SPAC CONTENT OR USER CONTENT, OR ANY SITES LINKED FROM THE SERVICES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE SPAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE, OR OTHER TECHNOLOGICALLY HARMUL MATERIAL THAT MAY INFECT YOUR DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR SERVICES OR TO YOUR DOWNLOADING OF ANY CONTENT ON IT OR ON ANY WEBSITE LINKED TO IT.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE SPAC'S LIABILITY IN SUCH JURISDICTIONS FOR SUCH DAMAGES SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS EXCLUDES OR LIMITS OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE, OR OUR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY IF AND ONLY IF SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
ANY CLAIM AGAINST US SHALL BE LIMITED TO THE AMOUNT YOU PAID, IF ANY, FOR USE OF THE SERVICES.
You agree to indemnify, hold harmless, and defend SPAC, its affiliates and licensors, and any party involved in operating, creating, producing, or delivering the Services and each of their respective officers, owners, directors, shareholders, contractors, agents, employees, general and limited partners, successors, and assigns from and against any and all demands, claims, damages, liabilities, judgments, fines, interest, penalties, losses, costs, expenses, and harms, including without limitation reasonable attorneys' fees and fees of other professional advisers, arising out of or in connection with (i) your use of the Services, (ii) your online conduct in connection with the Services, (iii) your violation or breach of these Terms, (iv) your failure to comply with any applicable laws or regulations in connection with the Services, (v) your negligence, willful misconduct, or violations of the intellectual property or other rights of any person in connection with the Services, or (vi) any of your dealings or transactions with other persons resulting from use of the Services.
12. Integration and Severability and Amendment.
These Terms constitute the entire agreement between SPAC and you, superseding any prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us. In the event any provision of these Terms is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision. SPAC in its sole discretion may amend these Terms, in which case we will post the amended Terms within the Services. Your use of the Services after such amended Terms are posted will constitute acceptance of them by you.
13. No Waiver.
Our failure to enforce any provisions of the Terms or respond to a breach by you or other parties shall not in any way waive our right to enforce subsequently any terms or conditions of the Terms or to act with respect to similar breaches.
14. Assignment and Binding Effects.
You may not assign these Terms or any rights or obligations herein without the prior written consent of SPAC and any attempted assignment in contravention of this provision is null and void and of no force or effect. SPAC has the right to assign these Terms, and any of its rights or obligations herein. These Terms are binding upon each party and its respective successors, heirs, trustees, administrators, executors, and permitted assigns.
15. Governing Law, Binding Arbitration, Class Action Waiver, Location, and Time Period for Bringing Notice of Claim.
These Terms are governed by, and must be construed in accordance with, the laws of the United States and the State of Minnesota, as applicable, without giving effect to their principles of conflicts of law. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories, or jurisdictions.
ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR THE SPAC WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
SPAC and you agree that all disputes arising under these Terms that cannot be settled through informal negotiation will be settled exclusively through confidential binding arbitration in accordance with the Consumer Arbitration Rules of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that SPAC may seek any interim or preliminary relief from a court of competent jurisdiction in Minnesora, necessary to protect its rights or property pending the completion of arbitration.
Any claims not subject to arbitration shall be subject to the exclusive jurisdiction of state or federal courts in Ramsey County, Minnesora. The parties hereby waive any argument that any such court does not have personal jurisdiction or that the forum is not appropriate or convenient.
To the maximum extent permitted by law, you permanently and irrevocably waive the right to bring any Claim in any forum unless you provide SPAC with written notice of the event or facts giving rise to the Claim within one (1) year of their occurrence.
16. Separate Terms and Conditions.
In connection with your use of the Services, you may be asked to consent to policies or terms and conditions in addition to these Terms. Please read these supplemental policies and terms carefully before making any use of such portions of the Services. Any supplemental terms will not vary or replace these Terms regarding any use of the Services, unless otherwise expressly stated.
BY USING ANY SERVICE, YOU SIGNIFY YOUR AGREEMENT TO THSE TERMS. If you do not agree to these Terms, you must not use any of the Services. SPAC may change the terms of this Agreement at any time, and your use of Services after such change is posted will mean that you accept such change.