Your access to and use of the Protrade.com web site (the "Site") and the PROTRADE fantasy sports contests, PROTRADE Rewards Program, sweepstakes and promotions (collectively the "Service") as well as profiles, blogs, posts, message boards ("Community Areas"), and other services that we may from time to time provide from the Site are governed by these terms and conditions of use (the "Agreement"). By using the Service, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Site) or you are a "Member" (which means that you have registered with PROTRADE). The term "User" refers to a Visitor or a Member. Protrade.com and PROTRADE, operated by Citizen Sports, Inc., collectively, "PROTRADE" may periodically change these terms and conditions without notice to you, by posting an updated Agreement on the Site and your continued use of the Site or Service signifies your acceptance of any changed terms.

BY SUBMITTING THE REGISTRATION FORM OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE AND CONSENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICE. YOU MAY PRINT THESE PAGES FOR YOUR RECORDS.

1. Eligibility. To be eligible to register and participate in the PROTRADE Rewards Program, entrants must be at least 13 years of age or older and a legal resident of the United States including the District of Columbia. To be eligible to win a prize in a PROTRADE challenge that charges an entry fee, entrants must be 18 years of age or older. By using the Site or Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. PROTRADE reserves the right, in its sole and absolute discretion, to refuse service and access to any potential participant. Employees, officers, directors, investors, agents, and representatives of PROTRADE and their parents, affiliates and subsidiaries, and each of their respective immediate family (defined as parents, spouse and children) and any person residing in the same household as such and sponsors and affiliates and advertising and promotion agencies of PROTRADE are NOT eligible to play in for-prize challenges or the PROTRADE Rewards Program.
   
   
2. Local Laws, Service Not Available in Some States. You are subject to the laws of the country, state, city or other legal entity (collectively "Jurisdiction") in which you reside and/or from which you access the Site and the Service. Access to the Site may not be legal for some or all residents of, or persons present in, certain Jurisdictions. It is your responsibility to determine the law that applies in the applicable Jurisdiction and PROTRADE does not make any representation or warranty, express or implied, as to the lawfulness of your participation in the challenges, or other online fantasy sports contests, the PROTRADE Rewards Program, or that materials on this Site are appropriate for use in your Jurisdiction. Residents of Arizona, Arkansas, Florida, Illinois, Indiana, Iowa, Louisiana, South Dakota and Tennessee may not play in a challenge where a prize is awarded and a payment to enter is required.
   
   
3. Account Identifiers.
   
   
   1. Secrecy Obligation. Once you have selected or been allocated a unique username, password or other appropriate security code ("Identifiers"), it is your responsibility to keep these Identifiers secure and confidential. Some or all of these Identifiers are required to access certain areas of the Site. In the event that you are concerned that they are no longer secure and confidential, you should immediately notify PROTRADE by sending an e-mail to support@protrade.com, whereupon new Identifiers may be selected and allocated and any future transactions under the previous Identifiers may be voided, at the sole discretion of PROTRADE. Without limiting the foregoing, any transactions made and accepted on the Site where your Identifiers have been used (and where you have not previously notified PROTRADE as provided herein) will be treated as valid.
      
      
   2. No Transfer. Only one account is allowed per person. Your account is not transferable. Under no circumstances shall you allow or permit any other person or third party, including without limitation any person under the legal age to participate in challenges and fantasy sports contests in your applicable Jurisdiction, and in no event any person under the age of thirteen years, to use or re-use your account or your Identifiers in such a way that may breach the standards or laws in any Jurisdiction where you are located and/or are a resident, or where such other person is located and/or is a resident. Any person found to have violated this section will not be entitled to collect any winnings and may be reported to the relevant authorities.
      
      
4. You Are Responsible. You agree to be solely responsible for all use of the Site and the Service (including, without limitation, participation in pay to play challenges, fantasy sports contests, and the PROTRADE Sports Rewards Program) through the use of any of your Identifiers (except where you have notified PROTRADE that the Identifier may have been misappropriated as provided in 3(a) above)
   
   
5. PROTRADE Dollars.
   
   
   1. Value. PROTRADE Dollars have no cash value and may not be redeemed for cash. PROTRADE Dollars are not transferable upon death, by gift, as part of a domestic relations matter, or otherwise, except by operation of law.
      
      
   2. "My Portfolio" account. All PROTRADE Dollars are deposited in your "My Portfolio" account. You can view your account by logging in using your username and password and clicking on "My Portfolio." If you do not log into your account for twelve (12) consecutive months, you will have your "My Portfolio" account liquidated and account balance re-set to $5000 PROTRADE Dollars.
      
      
   3. No Interest.Any cash balance in your "My Portfolio" account shall not bear interest in your favor.
      
      
   4. Portfolio Cap.PROTRADE reserves the right to re-set your account balance at any time.
      
      
6. Earning PROTRADE Dollars.PROTRADE Dollars may be earned through a variety of activities on the PROTRADE website and special promotions, including, but not limited to, inviting friends, filling out all fields of the member profile, creating or winning challenges.
   
   
   1. Registration. All members start with a balance of $5000 PROTRADE Dollars immediately upon registration.
      
      
   2. Winning Challenges You can earn PROTRADE Dollars by participating in challenges. You may enter a challenge by paying the challenge entry fee with PROTRADE dollars from your "My Portfolio" account. PROTRADE Dollars won in challenges are deposited directly into your "My Portfolio" account. In the event a prize for a public challenge is something other than PROTRADE dollars, you will be notified of the same prior to entering the challenge.
      
      
7. Prizes and Prize Disbursement.
   
   
   1. Prizes. For each challenge, contest and sweepstakes, PROTRADE shall post on the Site the relevant prizes along with the current number of contestants for each prize. Prizes available through the PROTRADE Rewards Program shall also be posted on the Site, including the number of contestants for prizes in public and private challenges, as set forth in the PROTRADE Rewards Program. http://www.protrade.com/rewards/Rewards.html
      
      
   2. Prize Disbursement. Prior to the disbursement of any winnings, PROTRADE reserves the right to undertake any and all enquiries and to require you to provide such information or documentation as it deems fit to verify your identity, the winnings and the authenticity of the request for such winnings. You may be required to sign and agree to an affidavit of eligibility and publicity release to enable PROTRADE to use your image, voice, likeness and persona to advertise the PROTRADE contest. If you fail to cooperate with such enquiries and/or to provide such information or documentation, PROTRADE reserves the right to void any winnings in your account.
      
      
   3. Taxes. It is the policy of the Site, in compliance with United States Internal Revenue Service regulations, to send a Form 1099 to any person who wins in excess of $600 (USD) on the Site in any given year. However, you remain solely responsible for paying all federal and other taxes in accordance with the laws that apply in your state, province, and/or country of residence.
      
      
8. Term and Termination.
   
   
   1. Term. This Agreement will remain in full force and effect while you use the Site and/or the Service.
      
      
   2. Termination or Suspension of Accounts. PROTRADE reserves the right to refuse your registration or terminate or suspend your account for any reason whatsoever at any time with or without notice to you. Your obligations under this Agreement shall survive any such suspension or termination. In the event your account is terminated or suspended, PROTRADE reserves the right to declare as void any transactions placed by you.
      
      
   3. Right To Terminate Contests. If PROTRADE determines, in its sole discretion, that operating the challenges, fantasy sports contests, and/or the PROTRADE Rewards Program is not feasible for any reason, including, but not limited to, a change in the risk of operating the challenges or contests, or insufficient participation in the challenges or contests, then the challenges, fantasy sports contests, and Rewards Program may be terminated by PROTRADE and PROTRADE shall return any entry fees you paid to PROTRADE for events that have not been completed, if applicable.
      
      
9. Site Use.
   
   
   1. Service May Change or End. PROTRADE reserves the right, in its sole discretion, at any time and without notice to you, to add, alter or discontinue any aspect of the Service.
      
      
   2. No Commercial Use or Exploitation. PROTRADE offers the use of the Site and the Service solely for your personal use. Any commercial use of the Site or the Service, including but not limited to commercial activities and/or sales such as contests, sweepstakes, barter, advertising, and pyramid schemes is strictly forbidden. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or the Service.
      
      
   3. Skill-Based Contest. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE CHALLENGES AND FANTASY SPORTS CONTESTS ARE CONTESTS THAT ARE DETERMINED PRIMARILY BY SKILL. ADDITIONALLY, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, WILL ABIDE BY THE CONTEST RULES AND THAT THE CONTEST RULES ARE FAIR.
      
      
   4. Circumvention. You acknowledge and agree that you shall not circumvent or attempt to circumvent any of these terms and conditions, any rules or guidelines of any contests offered through the Service or otherwise interrupt or attempt to interrupt the operations of the Site or any particular Site service or contest (collectively, a "Circumvention Act"). If PROTRADE determines, in its sole discretion, that you have engaged, or attempted to engage, in any Circumvention Act, use automated technology or otherwise unfairly alter your chances of winning, or to otherwise commit fraud with regard to the Site, then, in such an event, you will forfeit all winnings to which you may otherwise be entitled, and PROTRADE reserves the right to institute civil or criminal proceedings against you and to report you to the relevant regulatory authorities.
      
      
   5. Market Activity Fraud. You agree not to engage in activities to artificially bid up or down prices, or to collude with others to increase your portfolio in the PROTRADE Rewards Program. This includes, but is not limited to, utilizing multiple challenges, accounts and identities, and utilizing bots or other automated software to trade on the market. Violation of this rule may result in account termination and the trader will be declared ineligible for any challenge wins.
      
      
   6. Site Conduct. The Site is intended for the Users' personal enjoyment. You agree and acknowledge that the Site and any Community Areas including but not limited to Community Areas on the Site are public and not private communications. Users shall use the Site and any Community Areas for lawful purposes only, and shall not post inaccurate, abusive, defamatory, obscene material or any material in violation of an existing copyright. On occasion, Community Areas may be hosted or moderated by a third party. Any statement, action, or opinion that a third party host or moderator expresses shall be his or her own and does not represent PROTRADE's views or opinions. You agree that we shall be neither responsible nor liable for any statement, action, or opinion made by you or any third party in such Community Areas.
      
      PROTRADE may at any time, without prior notice and at our sole discretion, to protect our business interests, remove any post, comment and message or terminate your membership for violating the above provisions. As stated in Section 15 below, you agree to indemnify PROTRADE and hold us harmless from any actions, claims, proceedings, or liabilities arising out of your violation of these terms and conditions. You're responsible for all statements made and acts that occur through the use of your user name and password. So please don't disclose your password to anybody. If it has been lost or stolen, let us know as soon as possible.
      
      PROTRADE promotes and supports active and open debate among its Members. All we ask is that it's done in a lawful and civil manner - be it posting on message boards, blogs or other Community Areas or using our systems to email or message other Members directly ("User Content"). Accordingly, you agree to use site for lawful purposes only.
      
      PROTRADE does not claim ownership of User Content. However, you hereby grant PROTRADE a non-exclusive, world-wide, royalty-free, perpetual, irrevocable, and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display your User Content and to incorporate User Content in other works in any form, media, or technology now known or later developed.
      
      
   7. Story Submission Guidelines. Please choose carefully the information you submit on PROTRADE and that you provide to other Users. Your PROTRADE profile may not include the following items: telephone numbers, street addresses, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other PROTRADE Members (for instance, in their profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and PROTRADE assumes no responsibility or liability for this material. If you become aware of misuse of the Service by any person, please contact PROTRADE at support@protrade.com.
      
      
   8. Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Service. PROTRADE reserves the right to investigate and take appropriate legal action against anyone who, in PROTRADE's sole discretion, violates this provision, including without limitation, reporting the offender to law enforcement, removing the offending communication from the Service, and terminating the membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of PROTRADE:
      
      
      1. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
         
         
      2. harasses or advocates harassment of another person;
         
         
      3. exploits people in a sexual or violent manner;
         
         
      4. contains nudity, violence, or offensive subject matter;
         
         
      5. solicits personal information from anyone under 18;
         
         
      6. provides any telephone numbers, street addresses, URLs or email addresses;
         
         
      7. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
         
         
      8. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
         
         
      9. involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
         
         
      10. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
          
          
      11. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
          
          
      12. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
          
          
      13. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
          
          
      14. includes a photograph of another person that you have posted without that person's consent;
          
          
      15. contains criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
          
          
      16. includes advertising to, or solicitation of, any Member to buy or sell any products or services through the Service. You may not transmit any chain letters, pyramid schemes or junk email to other Members. It is also a violation of these rules to use any information obtained from the Service in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, PROTRADE reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which PROTRADE deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Service, you acknowledge that you will have caused substantial harm to PROTRADE, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay PROTRADE $50 for each such unsolicited email or other unsolicited communication you send through the Service;
          
          
      17. covers or obscures the banner advertisements on your personal profile page, or any PROTRADE page via HTML/CSS or any other means;
          
          
      18. intentionally violates any other applicable law or regulation while accessing and using the PROTRADE site;
          
          
      19. contains viruses, corrupted files, "Trojan Horses," or any other contaminating or destructive features that may damage someone else's computer;
          
          
      20. interferes with, disrupts, or creates an undue burden on the Service or the networks or services connected to the Service;
          
          
      21. includes any material that you don't have the right to transmit under law (such as copyright, trade secret or securities) or under contractual or fiduciary relationships (such as nondisclosure agreements);
          
          
      22. involves impersonating any person, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
          
          
      23. involves using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
          
          
      24. involves selling or otherwise transferring your profile; or
          
          
      25. using the Service in a manner inconsistent with any and all applicable laws and regulations.
          
          
   9. Non-commercial Use by Members. The Service, including RSS feeds, is for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by PROTRADE. Illegal and/or unauthorized use of the Service, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Site is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Service.
      
      
   10. Behavior & Responsibility. You shall not use any automated technology, including but not limited to robots, scripts, macros, and/or programs, to engage in team management on any PROTRADE Site, including but not limited to the Site. You acknowledge and understand that any attempt to participate in any Service offered on any PROTRADE Site by means of automatic, macro, programmed, or similar methods, or to otherwise commit fraud with regard to any PROTRADE Site, will result in civil and/or criminal prosecution, termination of your account, and forfeiture of all winnings to which you may otherwise be entitled.
       
       
   11. Spamming. You will not engage in advertising to, or solicitation of, other Users to buy or sell any products or services through the Service. Further, you will not transmit "junk mail", "chain letters", or unsolicited mass mailing or conduct any form of "spamming" using the Service. Although PROTRADE cannot monitor the conduct of its Users off the Site, it is also a violation of this Agreement to use any information obtained from the Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any User. In order to protect our Users from such advertising or solicitation, PROTRADE reserves the right to restrict the number of emails which an account holder, User or Member may send to others in any 24-hour period to a number which PROTRADE deems appropriate in its sole discretion. If you wish to report a violation of our Anti-Spam Policy, please forward all evidence of abuse to: support@protrade.com. Please refer responsibly!
       
       
   12. Computer Errors. If you become aware that any software related to the Site or the Service contains any error or is incomplete, please notify PROTRADE by e-mail at support@protrade.com. You agree to refrain from taking any advantage whatsoever of any such error or incompleteness and PROTRADE reserves the right to recover any such advantage that you do gain from such error or incompleteness, as well as all associated costs, damages and expenses in making such recovery. PROTRADE will not be liable for any alleged winnings that are, in PROTRADE's sole discretion, the result of a system error or malfunction.
       
       
10. Third Party Web Sites. The Site and Service may contain links to third-party web sites which are not under PROTRADE's control. Such links are provided solely as a convenience to you, and the presence of such a link does not imply an endorsement of any kind by PROTRADE. You acknowledge and agree that PROTRADE is not responsible for the contents or your use of any linked site, and that your use of any linked site is entirely at your own risk.
    
    
11. Intellectual Property. The contents of the Site and the Service, along with any associated software, and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of PROTRADE and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Site or through the Service. Use of the content or materials for any purpose not expressly permitted by this Agreement is strictly prohibited. Subject to the terms and conditions hereof and provided that you have paid all amounts owed to PROTRADE, you are hereby granted a limited, non-exclusive, personal license to use the Service, solely for the purposes of participating in fantasy sports contests and the PROTRADE Rewards Program on your own behalf . For the purposes of this Agreement, Intellectual Property Rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other Jurisdiction, relating to the Site or the Service, or any contents or materials related thereto.
    
    
12. Copyrights, Trademarks and Service Marks of Third Parties. Our Site and all materials on this Site including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the "Materials") are or may be protected under United States and worldwide copyrights which are owned or licensed, in whole or in part, by us. Materials may not be manipulated, edited, reproduced, performed, republished, uploaded to or downloaded from, posted, transmitted, sold, transferred or otherwise distributed or exploited in any manner whatsoever from this Site or any other web site owned or operated by us without our prior written consent, which may be withheld in our sole discretion. Any manipulation of the Site or any portion thereof, or use of any of the Materials for any other purpose constitutes an infringement of our Intellectual Property Rights, or of the Intellectual Property Rights of the respective owners of such Materials. Any use of any portion of this Site on any other web site or other networked computer environment is prohibited without our prior written consent, which may be withheld in our sole discretion. You represent you are the sole author and proprietor of any information or ideas that you submit to us, and that no information or ideas submitted by you has been registered for copyright protection in any jurisdiction or has been previously published in any form. If you know or become aware that any information or ideas on the Site submitted by any other User infringes the Intellectual Property Rights of a third party, you agree to promptly give us notice of such infringement.
    
    
13. Notice and Procedure for Making Claims under the Digital Millennium Copyright Act.The Digital Millennium Copyright Act (DMCA) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that your copyrighted work has been copied without your authorization and is available on this Website in a way that may constitute copyright infringement, you may provide notice of your claim to Provider's Designated Agent listed below. For your notice to be effective, it must include the following information:
    
    
    1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
       
       
    2. A description of the copyrighted work that you claim has been infringed upon;
       
       
    3. A description of where the material that you claim is infringing is located on this Website;
       
       
    4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;
       
       
    5. A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
       
       
    6. A statement that the information in the notification is accurate and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Provider's Designated Agent is:
       
       

Steven McClelland
PROTRADE c/o Citizen Sports, Inc.
525 Brannan Street, Ste. 100
San Francisco, CA 94107-1632
support@protrade.com
Fax: (415) 543-9105



The Designated Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Website. All other inquires to the Designated Agent will not be answered.



14. Privacy Policy. For an explanation of PROTRADE's practices and policies related to the collection, use and storage of your personally identifiable information, please read our privacy policy at http://www.protrade.com/Privacy.html.
    
    
15. No Warranty.
    
    
    1. THE SITE AND THE SERVICE AND ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS AND SERVICE INCLUDED IN OR AVAILABLE THROUGH THE SITE OR THE SERVICE ("MATERIALS") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SITE, THE SERVICE OR THE MATERIALS IS AT YOUR OWN RISK. THE SITE, THE SERVICE AND THE MATERIALS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PROTRADE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE MATERIALS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SITE OR THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
       
       
    2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PROTRADE OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
       
       
16. Limitation of Liability. IN NO EVENT SHALL PROTRADE, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE, INCLUDING UNAUTHORIZED ACCESS TO OR ALTERATIONS TO YOUR TRANSMISSIONS OF DATA. UNDER NO CIRCUMSTANCES WILL PROTRADE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PROTRADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
    
    
17. Sole Remedy. IN ANY EVENT, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LIABILITY RELATING TO OR ARISING OUT OF THE SITE, THE SERVICE OR THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT AND TO RECEIVE A REFUND UP TO THE AMOUNT YOU PAID TO PROTRADE DURING THE THIRTY (30) DAYS PRIOR TO SUCH TERMINATION.
    
    
18. Indemnification. You agree to defend, indemnify and hold harmless PROTRADE and its parent, subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors from and against all liabilities, actions, claims and expenses, including legal fees arising out of or relating to: (a) your use of the Site or the Service, including any data or work transmitted or received by you or any service provider; (b) any other party's access and use of the Site or the Service with your unique Identifiers, except where you have previously notified PROTRADE that you believe such Identifiers are no longer secure and confidential, as specified in Section 3(a); (c) your connection to any PROTRADE site; (d) your violation of this Agreement; (e) your violation of any gaming regulations, edicts or laws to which the you are subject; or (f) your violation of any rights of a third party or service provider.
    
    
19. No Interest. Any cash balance in your account shall not bear interest in your favor.
    
    
20. Statute of Limitations.You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site, Terms of Use, or Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.
    
    
21. Miscellaneous.
    
    
    1. Assignment. You agree that this agreement and all incorporated agreements may be assigned by PROTRADE, in whole or in part, in its sole discretion, to a third party.
       
       
    2. No Waiver. PROTRADE's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. PROTRADE's failure to enforce in one or more instances any of these terms or conditions shall not be construed as a waiver of the future performance of any term or condition.
       
       
    3. Entire Agreement. Unless otherwise specified herein, this agreement constitutes the entire agreement between you and PROTRADE with respect to the Site and the Service and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and PROTRADE with respect to the Site and the Service.
       
       
    4. Severability. If any part of this Agreement is held invalid or unenforceable, that part shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
       
       
    5. Notices. Except as expressly stated otherwise, any notices to PROTRADE shall be made by registered mail to PROTRADE c/o Citizen Sports, Inc., Attention: Legal Department, 525 Brannan Street, Ste. 100, San Francisco, CA 94107-1632. Notices to you may be made to the e-mail address you provide to PROTRADE during the registration process or by postal mail (including registered mail) to the address you provide to PROTRADE during the registration process. Notices sent to you shall be deemed given twenty-four hours after e-mail is sent and three (3) days after the date of mailing.
       
       
    6. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of California, excluding its conflicts of law rules. Unless PROTRADE seeks injunctive relief for your violation of the terms hereof, you expressly agree that any claim or action arising out of or relating to this Agreement, the challenges and fantasy sports contests or your use of the Site or the Service shall be resolved exclusively in accordance with the dispute resolution terms set forth in Section 17(g).
       
       
    7. Section Headings. The section titled in the Terms of Use and Privacy Policy are for convenience only and have no legal or contractual effect.
       
       
    8. Dispute Resolution. You and PROTRADE agree that any dispute between you and PROTRADE will be resolved exclusively and finally by arbitration administered by the National Arbitration Forum ("NAF") and conducted under its rules, except as otherwise provided below. You and PROTRADE will agree on another arbitration forum if NAF ceases operations. The arbitration will be conducted before a single arbitrator, and will be limited solely to the dispute between you and PROTRADE. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The arbitration shall be held at a reasonable location in San Francisco, California. If you prevail in the arbitration of any dispute with PROTRADE, PROTRADE will reimburse you for any fees you paid to NAF in connection with the arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered thereon in any court of competent jurisdiction. Should either party bring a dispute in a forum other than NAF, the arbitrator may award the other party its reasonable costs and expenses, including attorneys' fees, incurred in staying or dismissing such other proceedings or in otherwise enforcing compliance with this dispute resolution provision. You understand that, in the absence of this provision, you would have a right to litigate disputes through a court, including the right to litigate claims on a class-wide or class action basis, and that you have expressly and knowingly waived those rights and agreed to resolve any disputes through binding arbitration in accordance with the provisions of this paragraph. This arbitration provision shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq. For the purposes of this Section 17(g), the term "dispute" means any dispute, controversy, or claim arising out of or relating to (i) this Agreement, its interpretation, or the breach, termination, applicability or validity thereof, the Service or the Site, (ii) the related order for, purchase, delivery, receipt or use of any product or service from PROTRADE, or iii) any other dispute arising out of or relating to the relationship between you and PROTRADE. For the purposes of this Section 17(g),the term "PROTRADE" means Citizen Sports, Inc, its parents, subsidiaries, affiliates, directors, officers, employees, beneficiaries, agents, assigns, component suppliers (both hardware and software), and/or any third party who provides products or services purchased from or distributed by PROTRADE; and the term "you" means you, or those in privity with you, such as family members or beneficiaries. Information may be obtained from the NAF on line at www.arb-forum.com, by calling 800-474-2371, or writing to P.O. Box 50191, Minneapolis, MN, 55405.