1. INTRODUCTION

Thank you for using ProWire (“ProWire”, “we”, “us”, “our”). By signing up or otherwise using the ProWire service, websites, and software applications (together, the “ProWire Service” or “Service”) or accessing any content or material that is made available by ProWire through the Service (the “Content”) you are entering into a binding contract with ProWire Sport LLC.

Your agreement with ProWire includes these Terms and Conditions of Use (the “Terms and Conditions”) and our Privacy Policy. The Terms and Conditions, Privacy Policy, and any additional terms that you agree to (as discussed in Section 14 below) are collectively referred to as the “Agreements”. If you would like to review the terms of the Agreements, the effective version of the Agreements can be found on ProWire’s website. You acknowledge that you have read and understood the Agreements, accept the terms of the Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the ProWire Service or consume any Content.

The Agreements cover important information about the ProWire Service. The Agreements include information about: changes to the Agreements (Section 2), limitations of liability (Section 12), privacy and data usage (Privacy Policy), a class action waiver (Section 18.2) and resolution of disputes by arbitration (Section 18.3).

To access the Content and use the ProWire Service, you must: (1) be the age of majority under any applicable laws or have your parent or guardian’s consent to the Agreements, (2) have the power to enter a binding contract with ProWire and not be barred from doing so under any applicable laws and (3) be resident in a country where the Service is available. You also represent that any registration information that you submit to ProWire is true, accurate, and complete, and you agree to make us aware of any changes to such information.

 

2. CHANGES TO THE AGREEMENTS

We may, in our discretion, make changes to the Agreements from time to time. When we make material changes to the Agreements, you will be provided with prominent notice through the Service. Your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please read each notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us by email at support@prowiresport.com.

 

3. CODES & OTHER OFFERS

If you have received a code or other offer provided by or on behalf of ProWire (a “Code”), separate terms and conditions presented to you along with such Code may also apply and you agree to comply with any such terms and conditions.

 

4. USER RIGHTS

All trademarks, service marks, logos, domain names, trade names and any other features of any brand contained in the ProWire software applications are the sole property of ProWire or its licensors. The Agreements do not grant you any rights to use any of the foregoing whether for commercial or non-commercial use.

The ProWire Service and the Content are the property of ProWire or ProWire’s licensors. ProWire grants you a limited, non-exclusive, revocable license to make use of the ProWire Service and a limited, non-exclusive, revocable license to make personal, non-commercial, entertainment use of the Content (the “ProWire License”). The ProWire License shall be valid and will remain in effect unless terminated by you or ProWire. You acknowledge that you are using the Content for your own personal, non-commercial, entertainment use and promise and agree that you will not transfer or redistribute the ProWire Service or any of the Content.

The ProWire software applications and the Content are licensed, not sold, to you. ProWire and its licensors retain ownership of all copies of the ProWire software applications and the Content, including, without limitation, any copies that have been installed or downloaded to a personal computer, mobile handset, tablet and/or other relevant devices (the “User Devices”).

Third party software included in the ProWire Service is licensed to you either under the Agreements or under the relevant third-party software library’s license terms.

You agree not to use the ProWire Service, the Content, or any part thereof, in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in these Agreements, ProWire grants no right, title, or interest to you in the ProWire Service or Content.

 

5. PROWIRE’S RIGHTS

You grant ProWire the right, in consideration for the rights granted to you under the Agreements, to: (i) allow the ProWire Service to use the storage hardware, processor and bandwidth on your User Device in order to operate the Service, (ii) provide advertising and other information to you and (iii) allow our business partners to do any of the foregoing. Parts of the ProWire Service, including the Content you receive, may be impacted by commercial agreements with third parties. ProWire may provide some Content that contains advertising unmodified or may include advertising on behalf of itself or third parties.

You acknowledge that any feedback or suggestions provided to ProWire in connection with the Service is not confidential and you authorize ProWire to use such feedback without restriction and without payment to you.

 

6. PROWIRE & THIRD-PARTY APPLICATIONS

The ProWire Service may be integrated into third-party applications, websites and services (the “Third-Party Services”) to make available products, content and/or services to you. These Third-Party Services may require you to abide by their own privacy policies and terms and conditions of use. Your use of any Third-Party Service is governed by and subject to such privacy policies and terms and conditions of use. You acknowledge and agree that ProWire is not responsible or liable for the behavior, features, or content of any Third-Party Service or for any transaction you may execute on or with any Third-Party Service.

 

7. PROHIBITED ACTIVITIES & USER GUIDELINES

The following actions are not permitted:

  • copying, reproducing, redistributing, “ripping”, transferring, recording, performing or displaying to the public, broadcasting, or making available to the public, any part of the ProWire Service or the Content, or otherwise making any use of the ProWire Service or the Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights of ProWire or its licensors;
  • using the ProWire Service to import or copy any local files you do not have the legal right to import or copy in this way;
  • transferring any cached Content from an authorized User Device to any other User Device via any means;
  • selling, renting, sublicensing or leasing any part of the ProWire Service or the Content;
  • manipulating the Services by using a script or other automated process;
  • circumventing any technology used by ProWire, its licensors, or any third party to protect the Content or the Service;
  • reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the ProWire Service, Content or any part thereof unless permitted by applicable law;
  • providing your password to any other person or using any other person’s username and password (including, without limitation, accessing any other person’s Gmail or Facebook account for the purpose of using the Services);
  • “crawling” the ProWire Service or otherwise using any automated means to collect information from ProWire; or
  • removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the ProWire Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content).

Please do not engage in any activity on or relating to the ProWire Service which:

  • is offensive, pornographic, threatening, defamatory, abusive or obscene;
  • includes your password or purposely includes any other user’s password (including, without limitation, any Gmail or Facebook passwords) or purposely includes personal data of third parties or is intended to solicit such personal data;
  • interferes with or in any way disrupts the ProWire Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or ProWire’s computer systems, network, usage rules, or any of ProWire’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof;
  • is illegal, or intended to promote or commit an illegal act of any kind, including, without limitation, violations of intellectual property rights, privacy rights, or proprietary rights of ProWire or a third party;
  • includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
  • is intended to or does harass or bully other users;
  • impersonates or misrepresents your affiliation with another user, person, or entity (including ProWire or its affiliates), or is otherwise fraudulent, false, deceptive, or misleading; or
  • conflicts with the Agreements, as determined by ProWire.

Your password protects access to the ProWire Service, and you are solely responsible for keeping your password confidential and secure. You acknowledge and understand that you are responsible for all use of your Facebook account and/or Gmail account on the Service. If you believe there has been unauthorized access to the ProWire Service using your account, please notify us immediately and change your password as soon as possible.

 

8. INTERRUPTIONS IN SERVICE

ProWire will make reasonable efforts to keep the ProWire Service operational during events where the ProWire Service is available. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. ProWire reserves the right (to the extent permissible under applicable law) to at any time modify, discontinue (temporarily or permanently) functions and features of the Service, with or without notice and all without liability to you (except where prohibited by law).

You acknowledge and agree that ProWire is not obligated to maintain, upgrade, support or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law. ProWire and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.

 

9. CUSTOMER SUPPORT & FEEDBACK

For customer support with account-related questions, please email us at support@prowiresport.com. We will attempt to respond to all account-related queries within a reasonable time, but we make no guarantees or warranties that any account-related queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer such queries.

 

10. TERM & TERMINATION

The Agreements will continue to apply to you until terminated by either you or ProWire. ProWire may terminate the Agreements or suspend your access to the ProWire Service at any time, including in the event of your actual or suspected unauthorized use of the ProWire Service and/or Content, or non-compliance with the Agreements. If you or ProWire terminate the Agreements, or if ProWire suspends your access to the ProWire Service or any Content, you agree that ProWire shall have no liability or responsibility to you, to the fullest extent permitted under applicable law. To terminate your ProWire account, please email us at support@prowiresport.com. This section will be enforced to the extent permissible by applicable law.

Sections 5, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17 and 18 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.

 

11. WARRANTY & DISCLAIMER

YOU UNDERSTAND AND AGREE THAT THE PROWIRE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE PROWIRE SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROWIRE AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER PROWIRE NOR ANY OWNER OF CONTENT WARRANTS THAT THE PROWIRE SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, PROWIRE MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES (OR THE CONTENT THEREOF) OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE PROWIRE SERVICE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT PROWIRE IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF THIRD-PARTY SERVICES OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE PROWIRE SERVICE. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM PROWIRE SHALL CREATE ANY WARRANTY ON BEHALF OF PROWIRE IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW.

THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.

ANY USE OR RELIANCE ON ANY CONTENT OR MATERIALS OBTAINED BY YOU VIA THE PROWIRE SERVICE IS AT YOUR OWN RISK. WE DO NOT ENDORSE, SUPPORT, REPRESENT OR GUARANTEE THE COMPLETENESS, TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY CONTENT OR COMMUNICATION DELIVERED VIA THE PROWIRE SERVICE OR ENDORSE ANY OPINIONS EXPRESSED VIA THE PROWIRE SERVICE. YOU UNDERSTAND THAT BY USING THE PROWIRE SERVICE, YOU MAY BE EXPOSED TO CONTENT THAT IS OFFENSIVE, HARMFUL, INACCURATE OR OTHERWISE INAPPROPRIATE, OR IN SOME CASES, CONTENT THAT IS OTHERWISE DECEPTIVE. ALL CONTENT IS SOLELY THE RESPONSIBILITY OF THE PERSON(S) WHO ORIGINATED SUCH CONTENT. WE MAY NOT MONITOR OR CONTROL THE CONTENT PROVIDED VIA THE SERVICES AND WE CANNOT TAKE RESPONSIBILITY FOR SUCH CONTENT.

 

12. LIMITATION OF LIABILITY

YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE PROWIRE SERVICE IS TO UNINSTALL ANY PROWIRE SOFTWARE AND TO STOP USING THE PROWIRE SERVICE. WHILE PROWIRE ACCEPTS NO RESPONSIBILITY FOR THIRD-PARTY SERVICES OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD-PARTY SERVICES MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO PROWIRE, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD-PARTY SERVICES OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD-PARTY SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROWIRE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE PROWIRE SERVICE, THIRD PARTY SERVICES, OR THIRD-PARTY SERVICES CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER PROWIRE HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PROWIRE SERVICE, THIRD-PARTY SERVICES, OR THIRD-PARTY SERVICES CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO PROWIRE DURING THE PRIOR TWELVE MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.

Nothing in the Agreements removes or limits ProWire’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by applicable law.

 

13. RIGHTS OF THIRD PARTIES

You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and ProWire, and in no event shall the Agreements create any third-party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.

If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App or any ProWire software application on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and ProWire only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement.

 

14. ENTIRE AGREEMENT

Other than as stated in this section or as explicitly agreed upon in writing between you and ProWire, the Agreements constitute all the terms and conditions agreed upon between you and ProWire and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.

Please note, however, that other aspects of your use of the ProWire Service may be governed by additional agreements. That could include, for example, access to the ProWire Service as a result of a Code or through a Third-Party Service. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. To the extent that there is any irreconcilable conflict between any additional terms and these Terms and Conditions, the additional terms shall prevail.

 

15. WAIVER & SEVERABILITY

Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by ProWire or any third-party beneficiary to enforce the Agreements or any provision thereof shall not waive ProWire’s, or the applicable third-party beneficiary’s, right to do so.

 

16. ASSIGNMENT

ProWire may assign the Agreements or any part of them, and ProWire may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.

 

17. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify and hold ProWire harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any activity in which you engage on or through the ProWire Service; and (3) your violation of any law or the rights of a third party.

 

18. CHOICE OF LAW & MANDATORY ARBITRATION

18.1     Governing Law & Jurisdiction

The Agreements (and any non-contractual disputes/claims arising out of or in connection with them) will be governed by and construed in accordance with the laws of the State of New York, without regard to choice or conflicts of law principles.

Further, and subject to the mandatory arbitration provisions in clause 18.3 below, you and ProWire agree to the exclusive jurisdiction of the state and federal courts of New York to resolve any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them).

18.2     Class Action Waiver

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND PROWIRE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and ProWire agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

18.3     Arbitration

If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 18.3 is enforceable, the following mandatory arbitration provisions apply to you:

18.3.1 Dispute Resolution & Arbitration

You and ProWire agree that any dispute, claim, or controversy between you and ProWire arising in connection with or relating in any way to these Agreements or to your relationship with ProWire as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.

18.3.2 Exceptions

Notwithstanding clause (18.3.1) above, you and ProWire both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in small claims court, (2) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (3) seek injunctive relief in a court of law, or (4) to file suit in a court of law to address intellectual property infringement claims.

18.3.3 Arbitration rules

Either you or we may start arbitration proceedings. Any arbitration between you and ProWire will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Agreements, and will be administered by the International Court of Arbitration of the ICC.

Any arbitration will be conducted in the English language and the law to be applied in any arbitration shall be the law of the State of New York, United States, without regard to choice or conflicts of law principles.

18.3.4 Time for Filing

Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

18.3.5 Notice & Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). ProWire’s address for Notice is: ProWire Sport LLC, Attn: General Counsel, c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, Delaware, USA, 19808. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 60 days after the Notice is received, you or ProWire may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or ProWire shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, ProWire shall pay you the greater of (i) the amount awarded by the arbitrator, if any, (ii) the last written settlement amount offered by ProWire in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.00. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor ProWire shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.

18.3.6 Modifications

In the event that ProWire makes any future change to this arbitration provision (other than a change to ProWire’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to ProWire’s address for Notice, in which case your account with ProWire shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.

18.3.7 Enforceability

If the class action waiver at Section 18.2 is found to be unenforceable in arbitration or if any part of this Section 18.3 is found to be invalid or unenforceable, then the entirety of this Section 18.3 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 18.1 shall govern any action arising out of or related to the Agreements.

 

19. CONTACT US

If you have any questions concerning the ProWire Service or the Agreements, please contact ProWire customer service by emailing support@prowiresport.com.

Thank you for reading our Terms and Conditions.

 

Contracting entity:

ProWire Sport LLC
c/o Corporation Service Company
251 Little Falls Drive, Wilmington,
County of New Castle, Delaware, USA, 19808

1. INTRODUCTION

There are two categories of information that ProWire collects: (i) information that ProWire must collect in order to provide the ProWire Service and (ii) optional information to improve the experience of the ProWire Service, should you choose to share such information.

The first category includes:

  • Registration information, including your email and name that you provide when you sign up for ProWire as a guest or through Facebook or Google.
  • Any audio-visual content that you consume and your interactions with the Service. From time to time we collect this information to help us understand our customers and to assist us with marketing the Service to our business partners and sponsors. This data is collected on an anonymous basis (so you cannot be individually identified by your specific usage statistics).
  • Technical information necessary to operate ProWire. This includes the type of mobile device you use and data from the touchscreen. This enables you to control ProWire and use the Service.
  • General, non-specific location, which we determine from your IP address and other information attributed to your use and installation of any ProWire software applications (the “Location Information”). The ProWire Service is only available at select venues. We use Location Information to determine whether you are in attendance at a specific event.

The second category includes information that enables us to offer you additional functionality. We never receive this information without your consent. This category consists of:

  • Your specific location: We will never gather or use your specific device location without first getting your explicit permission. This information allows us to streamline the game selection process by pre-loading the closest match where the Service is available.

Information in the first category is information you must provide in order to use ProWire. When you agree to ProWire’s Privacy Policy, you give ProWire the right to collect this information and use it for the purposes described in this Privacy Policy.

 

Information in the second category is information that we will only collect if you explicitly give us permission to do so. We will ask for your permission before first accessing it and we will only use the information for the purposes described in this Privacy Policy. You will always have the ability to change your mind and revoke such permission.

In some contexts, we will share certain information. For example, if you sign up for ProWire through a third party like Facebook or Google, some information is shared between those third parties and us in order to enable your account. We also share anonymized information with our licensors to help them understand how their content is performing, with advertisers to allow us to provide a free service, and with marketing partners to help with promotional efforts.

Any capitalized terms used in this Privacy Policy that are not otherwise defined have the meanings set forth in our Terms and Conditions of Use (the “Terms and Conditions”).

 

2. KEY HIGHLIGHTS

By using or interacting with the Service through any ProWire software application, you are consenting to:

  • the use of cookies, tokens and other technologies;
  • the collection, use, sharing, and other processing of your information, including for marketing and advertising purposes; and
  • the transfer of your information outside of the country where you live.

In each case, you consent to the processing of data by ProWire Sport LLC and its affiliates (collectively, “ProWire”, “we”, “us”, “our”). If you don’t agree with the terms of this Privacy Policy, then please refrain from using the ProWire Service.

 

3. INFORMATION WE COLLECT

3.1. Registration Data

When you sign up for the Service, you authorize us to collect your authentication information, such as your username, email and any encrypted access credentials provided by Facebook or Google. We may also collect other information available on or through your Facebook or Google account, as applicable.

3.2. Cookies, Usage & Log Data

When you use or interact with the Service, we may use a variety of technologies that collect information about how the Service is accessed and used. This information may include:

  • technical data, which may include URL information, cookie data, Location Information, the types of devices you are using to access or connect to the ProWire Service, unique device ID, device attributes, network and device performance, language, information enabling digital rights management, mobile operating system, and ProWire application version;
  • information provided to ProWire through use of its customer support functionality including, without limitation, any information that is disclosed to third-party providers of customer support services; and
  • information about your interactions with the Service, such as interactions with audiovisual content and advertising, products, and services which are offered, linked to, or made available on or through the Service.

You may integrate your ProWire account with Third Party Services. If you do, we may receive information related to your interactions with the Service on the Third Party Service, as well as information about your publicly available activity on the Third Party Service.

3.3. User Devices

We may provide features that rely on the use of additional information on your mobile device or require access to certain services on your mobile device that will enhance your ProWire experience but are not required to use the Service. Granting ProWire access to such information does not grant ProWire unlimited access to such information, nor does it allow ProWire to access such specific information without your permission. Before we access this information, we will ask for your permission. If you provide such permission, we will collect the information for the specific purpose explained at the time we ask for your permission.

For example, we will not gather or use the specific location of your mobile device without first getting your explicit permission. If you choose to share location information with ProWire you will always have the ability to stop sharing such information. Please note that this does not include any Location Information. We will continue to use any Location Information as described in Section 3.2 to provide the Service.

3.4. ProWire Applications

Third-Party Services may use ProWire widgets, integrations, application programming interfaces or software development kits (the “ProWire Applications”). When you visit a site or use a Third-Party Service with a ProWire Application, we may receive certain information, including information about your usage of the ProWire Application. ProWire and any ProWire Application can recognize you and we know when you interact with a ProWire Application.

3.5. Promotions

From time to time, we may offer you the opportunity to participate in promotions such as surveys, sweepstakes, offers and/or contests (“Promotions”) through the Service. A Promotion may be governed by terms and conditions and/or a privacy policy that are additional to, or separate from, this Privacy Policy and the Terms and Conditions. If the provisions of the Promotion’s privacy policy or terms and conditions conflict with this Privacy Policy or the Terms and Conditions, those additional or separate provisions shall prevail. If you participate in a Promotion, we may ask you for certain information in addition to what is stated in this Privacy Policy. Any additional information provided to ProWire in connection with any Promotions may be combined with other account information and may be used and shared as described in this Privacy Policy.

3.6. ProWire Partners

We may also receive information about you from our partners and service providers, which we use to personalize your ProWire experience, to measure ad quality and responses to ads, and to display ads that are more likely to be relevant to you.

 

4. HOW DO WE USE YOUR INFORMATION?

We may use the information we collect, including your personal information:

  • to communicate with you for Service-related or research purposes including via emails, notifications, or other messages, which you agree to receive;
  • to enable and promote the Service and other services or products, either within or outside the Service, including features and content of the Service and products and services made available through the Service;
  • to provide, personalize, and improve your experience with the Service and products, services, and advertising (including for third party products and services) made available on or outside the Service (including on other sites that you visit);
  • to communicate with you, either directly or through one of our partners, for marketing and promotional purposes via emails, notifications, or other messages, consistent with any permissions you may have communicated to us;
  • to enforce this Privacy Policy, the Terms and Conditions, and any other terms that you have agreed to, including to protect the rights, property, or safety of ProWire, its users, or any other person, or the copyright-protected content of the Service;
  • to ensure technical functionality of the Service, develop new products and services, and analyze your use of the Service, including your interaction with applications, advertising, products, and services that are made available, linked to, or offered through the Service;
  • to provide you with features, information, advertising, or other content which is influenced by your location and your location in relation to other ProWire users; and
  • as otherwise stated in this Privacy Policy.

 

5. SHARING INFORMATION

5.1       User Information

Please remember that certain information provided by you to ProWire may be made available to our partners, licensors and sponsors. We may use such information to promote the Service, including through Facebook and other Third Party Services and on third-party applications that embed ProWire Applications.

If you choose to provide ProWire with any suggestions, ideas, recommendations, and feedback regarding the Service (collectively, the “Feedback”), then you agree to assign and hereby assign to ProWire all the right, title and interest you have in and to the Feedback. ProWire may use, commercially or otherwise, all such Feedback without any accounting or obligation to you.

If you connect to ProWire through a Third-Party Service, ProWire may share your activity with that service, including the content you consume. You understand and agree that that such information may be attributed to your account on the Third-Party Service and may be published on such service.

You understand and agree that a Third-Party Service’s use of information collected from you (or as authorized by you) is governed by such Third Party Service’s privacy policies and your settings on the relevant service, and ProWire’s use of such information is governed by this Privacy Policy.

5.2 Sharing by ProWire

We may share information with advertising partners to send you promotional communications about ProWire or to show you more tailored content, including relevant advertising for products and services that may be of interest to you, and to understand how users interact with advertisements. The information we share is anonymized and does not personally identify you.

We may from time to time share your information with service providers to perform functions and process user data and help provide our Services, consistent with this Privacy Policy. For example, we work with analytics providers to help us understand the use of our Services. Where a third party processes user data on our behalf, it is subject to security and confidentiality obligations consistent with this Privacy Policy and applicable law. Where a third party processes user data on its own behalf, its processing is subject to its own privacy policy and applicable law.

The ProWire Service allows you to listen to licensed streaming content. ProWire shares information with the rights holders that license this content to ProWire. The data that ProWire shares is in an anonymized format that does not identify you directly.

In addition to the above, we may also share your information with third parties for these limited purposes:

  • to respond to legal process; to comply with requirements of applicable law; to protect the safety of any person; to protect the rights and property of ProWire, including to enforce the Terms and Conditions and any other terms that you have agreed to; and to address fraud, security, or technical issues;
  • to publish anonymized or aggregate information about the use of the ProWire Service;
  • to allow a financing of ProWire (or any entity of the ProWire group);
  • to allow a merger, acquisition, or sale of all or a portion of ProWire’s assets; and
  • to allow other companies in the ProWire group to use your information as specified in this Privacy Policy.

 

6. INTERNATIONAL DATA TRANSFER

ProWire processes, transfers and stores information on servers located in several countries. ProWire may share your information with its affiliates to carry out the activities specified in this Privacy Policy. ProWire may contract processing to, or share your information with, third parties located in foreign countries other than your home country. Your personal information may therefore be subject to privacy laws that are different from those in your home country. The ProWire group will process your information as described in this Privacy Policy.

 

7. THIRD PARTY WEBSITES & PROMOTIONS

We may display advertisements from third parties and other content that links to third party websites. We cannot be held responsible for, nor can we control, the privacy practices of third parties. Please read their privacy policies to find out how they collect and process your personal information.

 

8. SECURITY

Your password protects your user account and your Facebook or Google account, as applicable. You should use a unique and strong password, limit access to your mobile device and/or computer or browser and log out after having used the ProWire Service. We do not guarantee the security of user information.

 

9. AGE LIMIT

The ProWire Service is not directed to any person under the age of majority. We do not knowingly collect personal information from anyone under the age of majority (the “Age Limit”). If you are under the Age Limit, please do not use the Service. If you are a parent or guardian of a person under the Age Limit and become aware that such person has provided personal information to ProWire, please contact us at support@prowiresport.com.

 

10. CONTACT US

If you have questions about your privacy on the Service, please contact us at support@prowiresport.com. We will respond to your request within a reasonable period of time upon verification of your identity in accordance with local laws.

 

11. MODIFICATIONS TO THIS PRIVACY POLICY

We may, in our discretion, make changes to the Agreements from time to time. When we make material changes to the Agreements, you will be provided with prominent notice through the Service. Your continued use of the Service after any changes have been made will constitute your acceptance of the changes. Please read each notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us at support@prowiresport.com.

 

12. COOKIES & THIRD-PARTY DATA COLLECTION

The ProWire mobile applications do not use cookies. However, certain other services that provide login SDKs (such as Facebook and Google) may use cookies and tokens. You acknowledge that ProWire does not have access to any information related to such cookies and tokens and consent to their use in the Service.

We work with advertising partners to serve advertisements on the ProWire Service. One of the services we use to track activity related to the Service is Google Analytics by Google (Google, Inc. a company headquartered at 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA). We may use vendors, including Google, to inform, optimize, and serve ads based on your use of the Service. Google provides tools to manage the collection and use of certain information by Google Analytics at tools.google.com/dlpage/gaoptout and by Google Analytics for Display Advertising or the Google Display Network by using Google’s Ads Settings at google.com/settings/ads.

You hereby consent to the use of the cookies, tokens and other technologies described above.

If you have any questions, please contact us at support@prowiresport.com.

 

Contracting entity:

ProWire Sport LLC
c/o Corporation Service Company
251 Little Falls Drive, Wilmington,
County of New Castle, Delaware, USA, 19808

1. INTRODUCTION

Thank you for choosing ProWire Sports Ltd. (“ProWire”, “we”, “us”, “our”). By signing up or otherwise using the ProWire service, websites, and software applications (together, the “ProWire Service” or “Service”), or accessing any content or material that is made available by ProWire through the Service (the “Content”) you are entering into a binding contract with ProWire.

Your agreement with us includes these Terms and Conditions (the “Terms”) and our Privacy Policy (the Terms, Privacy Policy, and any additional terms that you agree to, as discussed in the Entire Agreement section, are referred to together as the “Agreements”.) If you wish to review the terms of the Agreements, the current version of the Agreements can be found on ProWire’s website. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you do not agree with (or cannot comply with) the Agreements, then you may not use the ProWire Service or consume any Content.

Please read the Agreements carefully. They cover important information about ProWire Services provided to you and any charges, taxes, and fees we bill you. The Agreements include information about future changes to the Agreements, automatic renewals, limitations of liability, privacy information and a class action waiver.

In order to use the ProWire Service and access the Content, you need to (1) be 18 or older, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) be a resident of the United Kingdom. You also represent that any registration information that you submit to ProWire is true, accurate, and complete, and you agree to update such registration information from time to time to the extent any such information becomes incorrect.

2. CHANGES TO THE AGREEMENTS

From time to time we may, in our sole discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice (e.g., by displaying a prominent notice within the Service or by sending you an email). In some cases, we may notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of such changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us through our website.

3. USER RIGHTS

The ProWire Service and the Content are the property of ProWire or ProWire’s licensors. We grant you a limited, non-exclusive, revocable licence to make use of the ProWire Service, and a limited, non-exclusive, revocable licence to make personal, non-commercial, entertainment use of the Content (the “Licence”). This Licence shall remain in effect until and unless terminated by you or ProWire. You promise and agree that you are using the Content for your own personal, non-commercial, entertainment use and that you will not redistribute or transfer the ProWire Service or the Content.

The ProWire software applications and the Content are licensed, not sold, to you, and ProWire and its licensors retain ownership of all copies of the ProWire software applications and Content even after installation on your personal computers, mobile handsets, tablets, and/or other relevant devices (“Devices”).

All ProWire trademarks, service marks, trade names, logos, domain names, and any other features of the ProWire brand (“ProWire Brand Features”) are the sole property of ProWire or its licensors. The Agreements do not grant you any rights to use any ProWire Brand Features whether for commercial or non-commercial use.

You agree to abide by our User guidelines and not to use the ProWire Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Agreements, ProWire grants no right, title, or interest to you in the ProWire Service or Consent.

4. THIRD-PARTY APPLICATIONS

The ProWire Service is integrated with third party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that ProWire does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.

5. PROWIRE RIGHTS

In consideration for the rights granted to you under the Agreements, you grant us the right (1) to allow the ProWire Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same. In any part of the ProWire Service, the Content you view, including its selection and placement, may be influenced by commercial considerations, including agreements with third parties. Some Content licensed or provided to ProWire may contain advertising as part of the Content. In such cases, ProWire will make such Content available to you unmodified.

If you provide feedback, ideas or suggestions to ProWire in connection with the ProWire Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorise ProWire to use that Feedback without restriction and without payment to you.

6. PROHIBITED USES & USER GUIDELINES

The following is not permitted for any reason whatsoever:

  • copying, redistributing, reproducing, “ripping”, recording, transferring, performing or displaying to the public, broadcasting, or making available to the public any part of the ProWire Service or the Content, or otherwise making any use of the ProWire Service or the Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the ProWire Service or the Content or any part of it;
  • using the ProWire Service to import or copy any local files you do not have the legal right to import or copy in this way;
  • transferring copies of cached Content from an authorised Device to any other Device via any means;
  • reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the ProWire Service, Content or any part thereof unless permitted by applicable law;
  • circumventing any technology used by ProWire, its licensors, or any third party to protect the Content or the Service;
  • selling, renting, sublicensing or leasing of any part of the ProWire Service or the Content;
  • circumventing any territorial restrictions applied by ProWire or it licensors;
  • removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the ProWire Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
  • providing your password to any other person or using any other person’s username and password; or
  • “crawling” the ProWire Service or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from ProWire.

Please do not engage in any activity or register and/or use a username, which is or includes material that:

  • is offensive, abusive, defamatory, pornographic, threatening, or obscene;
  • is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of ProWire or a third party;
  • includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
  • includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
  • is intended to or does harass or bully other users;
  • impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
  • uses automated means to artificially promote content;
  • involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar;
  • involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by ProWire;
  • links to, references, or otherwise promotes commercial products or services, except as expressly authorized by ProWire;
  • interferes with or in any way disrupts the ProWire Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or ProWire’s computer systems, network, usage rules, or any of ProWire’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; or
  • conflicts with the Agreements, as determined by ProWire.

You agree that ProWire may also reclaim your username for any reason.

Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible.

7. SERVICE LIMITATIONS AND MODIFICATIONS

ProWire will make reasonable efforts to keep the ProWire Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, ProWire reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the ProWire Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the ProWire Service or any function or feature thereof. This section will be enforced to the extent permissible by applicable law. ProWire and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.

8. CUSTOMER SUPPORT

For customer support with account-related and any other questions (“Customer Support Queries”), please contact us through our website. We will use reasonable endeavours to respond to all Customer Support Queries within a reasonable time frame but we make no guarantees or warranties of any kind that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer any such queries.

9. TERM AND TERMINATION

The Agreements will continue to apply to you until terminated by either you or ProWire. ProWire may terminate the Agreements or suspend your access to the ProWire Service at any time, including in the event of your actual or suspected unauthorised use of the ProWire Service and/or Content, or non-compliance with the Agreements. If you or ProWire terminate the Agreements, or if ProWire suspends your access to the ProWire Service, you agree that ProWire shall have no liability or responsibility to you. To learn how to terminate your ProWire account, please contact us through our website. This section will be enforced to the extent permissible by applicable law. You may terminate the Agreements at any time.

Sections 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16 and 17 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.

10. WARRANTY AND DISCLAIMER

WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE PROWIRE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE PROWIRE SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROWIRE AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER PROWIRE NOR ANY OWNER OF CONTENT WARRANTS THAT THE PROWIRE SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, PROWIRE MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE PROWIRE SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT PROWIRE IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THIRD PARTY APPLICATIONS OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE PROWIRE SERVICE. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM PROWIRE SHALL CREATE ANY WARRANTY ON BEHALF OF PROWIRE IN THIS REGARD. AS WITH ANY LIVE-STREAMING APPLICATION, YOU UNDERSTAND THAT CERTAIN CONTENT MAY CONTAIN GRAPHIC OR HARMFUL LANGUAGE THAT MAY BE OFFENSIVE TO SOME USERS – USER DISCRETION IS ADVISED AND YOU AGREE TO HOLD PROWIRE HARMLESS IN RESPECT OF SUCH CONTENT. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW.

THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.

11. LIMITATION

YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE PROWIRE SERVICE IS TO UNINSTALL ANY PROWIRE SOFTWARE AND TO STOP USING THE PROWIRE SERVICE. WHILE PROWIRE ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO PROWIRE, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROWIRE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE PROWIRE SERVICE, THE CONTENT, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER PROWIRE HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PROWIRE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO PROWIRE DURING THE PRIOR TWELVE MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.

Nothing in the Agreements removes or limits ProWire’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by applicable law

12. THIRD-PARTY RIGHTS

You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and ProWire, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.

13. ENTIRE AGREEMENT

Other than as stated in this section or as explicitly agreed upon in writing between you and ProWire, the Agreements constitute all the terms and conditions agreed upon between you and ProWIre and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.

Please note, however, that other aspects of your use of the ProWire Service may be governed by additional agreements (the “Additional Terms”). To the extent that there is any irreconcilable conflict between any Additional Terms and these Terms, the additional terms shall prevail.

14. SEVERABILITY AND WAIVER

Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by ProWire or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive ProWire’s or the applicable third party beneficiary’s right to do so.

15. ASSIGNMENT

ProWire may assign the Agreements or any part of them, and ProWire may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.

16. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify and hold ProWire harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any Content; (3) any activity in which you engage on or through the ProWire Service; and (4) your violation of any law or the rights of a third party.

17. CHOICE OF LAW

17.1 GOVERNING LAW/JURISDICTION

The Agreements and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with the Agreements or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

You and ProWire each agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreements or their subject matter or formation.

17.2 CLASS ACTION WAIVER

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND PROWIRE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and ProWire agree, no judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

18. CONTACT US

If you have any questions concerning the ProWire Service or the Agreements, please contact ProWire by visiting our website at www.prowiresport.com.

Capitalised terms used herein but not defined have the meanings given to them in the Terms & Conditions.

1. SUMMARY

By using the Service, you are consenting to:

  • the use of cookies and other technologies;
  • the transfer of your information outside of the country where you live;
  • the collection, use, sharing, and other processing of your information, including for advertising-related purposes; and
  • the public availability of your information and the controls over such information as described in this Privacy Policy.

In each case, you consent to the processing of data by ProWire Sports Ltd. (collectively, “ProWire”, “we”, “us”, “our”). If you do not agree with the terms of this Privacy Policy, then please do not use the Service.

2. COLLECTED INFORMATION

2.1 Registration data

When you sign up for the Service, we may ask you for information such as your username, password, email address, date of birth, gender, address, postal code, and country. If you connect to the Service using credentials from a Third Party Application, you authorise us to collect your authentication information, such as your username and encrypted access credentials. We may also collect other information available on or through your Third Party Application account, including, without limitation, your name, profile picture, country, hometown, email address, date of birth, gender, friends’ names and profile pictures, and networks.

We may also collect any information that you voluntarily add to your profile, such as your mobile phone number and mobile service provider.

2.2 Usage

When you use the Service, we may collect information about how the Service is accessed and used. This information may include:

  • information about your type of subscription and your interactions with the Service, such as interactions with audiovisual content, other users, Third Party Applications, and advertising, products, and services which are offered, linked to, or made available on or through the Service;
  • the details of the queries you make and the date and time of such queries;
  • technical data, which may include URL information, cookie data, your IP address, the types of devices you are using to access or connect to the ProWire Service, unique device ID, device attributes, network connection type and provider, network and device performance, browser type, language, information enabling digital rights management, operating system, and ProWire application version; and
  • motion-generated or orientation-generated mobile sensor data.

You may integrate your ProWire account with Third Party Applications. If you do, we may receive similar information related to your interactions with the Service on the Third Party Application, as well as information about your publicly available activity on the Third Party Application. We may use cookies and other technologies to collect this information.

2.3 Mobile Devices

We may provide features that rely on the use of additional information on your mobile device or require access to certain services on your mobile device that will enhance your ProWire experience but are not required to use the Service.

In particular:

  • Photos and Camera: We will not access your photos or camera without first getting your explicit permission and we will never scan or import your photo library or camera roll. If you give us permission to access photos or your camera, we will only use images that you specifically choose to share with us.
  • Location: We will not gather or use the specific location of your mobile device (by using, for example, GPS or Bluetooth) without first getting your explicit permission. Please note that this does not include your IP address. We also note that certain functionality of the Service is dependent on the use of GPS and other location features and ProWire will require continued access to such features in order to ensure full functionality of the Service.
  • Voice: We will not access your microphone without first getting your explicit permission. You will always have the ability to disable microphone access.
  • Contacts: We will not scan or import your contacts stored on your phone without first getting your explicit permission. We will only use the contact information to help you find friends or contacts who use ProWire if you choose to do so, and we will not use contact information for any other purpose without first getting your separate explicit permission. Local law may require that you seek the consent of your contacts to provide their personal information to ProWire

2.4 Widgets & Other Data

Other websites may integrate ProWire widgets. When you visit a site with a ProWire widget embedded, we may receive certain information, including information about the web page you visited. ProWire and the widget can recognise you, and the widget may be used to show personalised content or advertising. We know when you interact with a widget, and websites containing the widgets may receive this information.

2.5 Payment Data

If you make any purchases through the Service, your credit or debit card information (such as card type and expiration date) and other financial data that we need to process your payment may be collected and stored by us and/or payment processors. We may also collect other information, such as your postal code, mobile number, and details of your transaction history, all of which are necessary to provide the Service. In addition, payment processors generally provide us with some limited information related to you, such as a unique token that enables you to make additional purchases using the information they’ve stored, and your card’s type, expiration date, and certain digits of your card number.

BY ACCEPTING THE PRIVACY POLICY, YOU EXPRESSLY AUTHORISE PROWIRE TO USE AND SHARE WITH ITS AFFILIATES, AS WELL AS CERTAIN TRUSTED BUSINESS PARTNERS AND SERVICE PROVIDERS, WHICH MAY BE LOCATED OUTSIDE OF THE COUNTRY OF YOUR RESIDENCE (INCLUDING COUNTRIES WHICH DO NOT PROVIDE THE SAME LEVEL OF PROTECTION FOR THE PROCESSING OF PERSONAL DATA AS THE COUNTRY OF YOUR RESIDENCE), THE INFORMATION PROVIDED BY YOU TO PROWIRE, EVEN IF SUCH INFORMATION IS COVERED BY LOCAL BANKING SECRECY LAWS. YOU ACKNOWLEDGE AND AGREE TO THE IMPORTANCE OF SHARING SUCH INFORMATION FOR THE PROVISION OF THE PROWIRE SERVICE AND ALSO AGREE THAT, BY ACCEPTING THIS PRIVACY POLICY, WHERE APPLICABLE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY WAIVE YOUR RIGHTS UNDER SUCH BANK SECRECY LAWS WITH REGARD TO PROWIRE, ANY AFFILIATE OF PROWIRE, AND ANY TRUSTED BUSINESS PARTNERS AND SERVICE PROVIDERS, WHICH MAY BE LOCATED OUTSIDE YOUR COUNTRY OF RESIDENCE. THIS CONSENT IS GIVEN FOR THE DURATION OF YOUR RELATIONSHIP WITH PROWIRE.

2.6 Special Promotions

From time to time, we may offer you the opportunity to participate in promotions such as sweepstakes, contests, offers, and/or surveys (“Special Promotions”) through the Service. A Special Promotion may be governed by a privacy policy and/or terms and conditions that are additional to, or separate from, this Privacy Policy and the Terms and Conditions. If the provisions of the Special Promotion’s privacy policy or terms and conditions conflict with this Privacy Policy or the Terms and Conditions, those additional or separate provisions shall prevail. If you participate in a Special Promotion, we may ask you for certain information in addition to what is stated in this Privacy Policy, including personal information. That additional information may be combined with other account information and may be used and shared as described in this Privacy Policy.

2.7 Service Providers & Partners

We may also receive information about you from our service providers and partners, which we use to personalise your ProWire experience, to measure ad quality and responses to ads, and to display ads that are more likely to be relevant to you. We also use this information as explained in this Privacy Policy.

3. INFORMATION WE COLLECT

We may use the information we collect, including your personal information:

  • to provide, personalise, and improve your experience with the Service and products, services, and advertising (including for third party products and services) made available on or outside the Service (including on other sites that you visit);
  • to ensure technical functionality of the Service, develop new products and services, and analyse your use of the Service, including your interaction with applications, advertising, products, and services that are made available, linked to, or offered through the Service;
  • to communicate with you for Service-related or research purposes including via emails, notifications, text messages, or other messages, which you agree to receive;
  • to communicate with you, either directly or through one of our partners, for marketing and promotional purposes via emails, notifications, or other messages, consistent with any permissions you may have communicated to us;
  • to, if you explicitly provide us your permission, use your mobile phone number to send you informational, marketing and promotional text messages;
  • to enable and promote the Service and other services or products, either within or outside the Service, including features and content of the Service and products and services made available through the Service;
  • to process your payment or prevent or detect fraud;
  • to enforce this Privacy Policy, the Terms and Conditions, and any other terms that you have agreed to, including to protect the rights, property, or safety of ProWire, its users, or any other person, or the copyright-protected content of the Service;
  • to provide you with features, information, advertising, or other content which is influenced by your location and your location in relation to other ProWire users; and
  • as otherwise stated in this Privacy Policy.

4. SHARED INFORMATION

4.1 Generally

Please remember that certain information is always publicly available, which means that it can be accessed by Third Party Applications through our APIs and developer tools. Based on your permissions, some additional information can be shared with Third Party Applications and with others through Third Party Applications.

We may use your public information to promote the Service and to help others find and follow you, including through Facebook and other Third Party Applications and on websites that embed ProWire widgets. Your information may be used to notify others, including within the Service, via email, and through Third Party Applications, about your use of the Service (for example, that you have joined ProWire).

With your explicit permission, we may notify other users of your location. Likewise, with other ProWire users’ explicit permission, we may notify you about their whereabouts. We may offer you the ability to share this information to create shared experiences.

4.2 Third-Party Applications

If you connect your ProWire account to a Third Party Application, ProWire may automatically share your activity and activity-related stories with that service, including the content you consume. You understand and agree that that such information may be attributed to your account on the Third Party Application and may be published on such service.

If you log into a Third Party Application with your ProWire account, that Third Party Application may have access to certain information related to your ProWire activity. With your explicit permission, we may also share additional information such as your email address, location, or birthdate with such Third Party Applications.

You understand and agree that a Third Party Application’s use of information collected from you (or as authorised by you) is governed by the Third Party Application’s privacy policies and your settings on the relevant service, and ProWire’s use of such information is governed by this Privacy Policy and your ProWire account settings.

4.3 Marketing & Advertising

We may share information with advertising partners in order to send you promotional communications about ProWire or to show you more tailored content, including relevant advertising for products and services that may be of interest to you, and to understand how users interact with advertisements.

4.4 Service Providers & Others

We may from time to time share your information with service providers and trusted business partners to perform functions and process user data and help provide our Services, consistent with this Privacy Policy. Where a third party processes user data on our behalf, it is subject to security and confidentiality obligations consistent with this Privacy Policy and applicable law. Where a third party processes user data on its own behalf, its processing is subject to its own Privacy Policy and applicable law.

4.5 Rights Holders

The Service allows you to listen to streaming content. ProWire shares information with the rights holders that license this content to ProWire. Any data that ProWire shares is in a de-identified format that does not identify you directly, unless you opt in to the sharing of your personal information.

4.6 Prowire Partners

If you access the ProWire Service through an offer that you received or purchased from a third party such as your mobile network operator, we may also share information with that third party about your use of the ProWire Service, such as whether and to what extent you have used the offer, activated a ProWire account, or actively used the Service.

4.7 Additional Sharing

In addition to the above, we may also share your information with third parties for these limited purposes:

  • to allow a merger, acquisition, or sale of all or a portion of our assets;
  • to respond to legal process;
  • to comply with requirements of applicable law;
  • to protect the safety of any person;
  • to protect the rights and property of ProWire, including to enforce the Terms and Conditions and any other terms that you have agreed to;
  • to address fraud, security, or technical issues;
  • to academic researchers for purposes including statistical analysis and academic study, but only in a de-identified format;
  • to publish de-identified or aggregate information about the use of the ProWire Service; and
  • to allow affiliates of ProWire to use your information as specified in this Privacy Policy.

5. YOUR PREFERENCES

We provide you with settings to allow you to choose which communications you receive from us, manage your public information, and set your sharing preferences. However, certain information may always be publicly available to others and other information is made publicly available to others by default.

6. TRANSFER TO OTHER COUNTRIES

ProWire transfers, processes and stores information about our users on servers located in a number of countries. Accordingly, ProWire may share your information with its affiliates and trusted business partners in order to carry out the activities specified in this Privacy Policy. ProWire may also subcontract processing to, or share your information with, third parties located in countries other than your home country. Your personal information may therefore be subject to privacy laws that are different from those in your country of residence.

7. LINKS

We may display advertisements from third parties and other content that links to third party websites. We cannot control or be held responsible for third parties’ privacy practices and content. Please read their privacy policies to find out how they collect and process your personal information.

8. SECURITY

We are committed to protecting our users’ information. Your password protects your user account, so you should use a unique and strong password, limit access to your computer and browser, and log out after using the Service. While we take data protection precautions, no security measures are completely secure, and we do not guarantee the security of user information.

9. AGE LIMIT

The ProWire Service is not directed to persons under the age of 18. We do not knowingly collect personal information from persons under 18 (the “Age Limit”). If you are under the Age Limit, do not use the Service and do not provide any personal information to us. If you are a parent of a person under the Age Limit and become aware that such person has provided personal information to ProWire, please contact us through our website.

10. UPDATING YOUR USER INFORMATION

You can view and amend much of the information we keep about you through your account and profile pages. If you have questions about your privacy on the Service, this privacy policy, or information we have about you, please contact us through our website. We will respond to your request within a reasonable period of time upon verification of your identity in accordance with local laws. We recommend you include documents that prove your identity and a clear and precise description of the information which you request access to.

11. CHANGES TO THE PRIVACY POLICY

From time to time we may, in our sole discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice as appropriate under the circumstances. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us through our website.

We hope you enjoy ProWire!

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