TERMS AND CONDITIONS 
OF SERVICE

Intellectual Property Rights.
‍Unless otherwise indicated, the Platform and its contents are our proprietary property and all source   code,   databases,   functionality,   software,   website   designs,   audio,   video,   text, photographs, and graphics on the Platform (collectively, the “Content”) including the “look and feel” of the Content and arrangement of such Content and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by Sharpz LLC or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and   unfair   competition   laws   of   the   United   States,   foreign   jurisdictions,   and   international conventions.   The   Content   and   the   Marks   are   provided   on   the   Platform   “as   is”   for   your information and personal use only. Except as expressly provided in these Terms of Service, no part   of   the   Platform   and   no   Content   or   Marks   may   be   copied,   reproduced,   aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold,   licensed,   or   otherwise   exploited   for   any   commercial   purpose   whatsoever,   without   our express prior written permission.

All trademarks appearing on the Platform are the property of their respective owners. Nothing contained on the Platform grants you a license to use any of the copyrights, trademarks, service marks, or logos owned by the Sharpz or by any third-party. However,  provided that you are eligible to use the Platform, you are granted a limited license to access and use the Platform and to download or print a single copy of any portion of the Content to which you have properly gained access solely for your own personal non-commercial use. You acknowledge that you donot acquire any ownership rights by downloading or printing any Content from the Platform and agree that you will not reproduce, modify, copy, publish, or prepare derivative works without express   permission   from   Sharpz   or   any   other   applicable   owner   of   intellectual   property.   Were serve all rights not expressly granted to you in and to the Platform, Content and the Marks.Please be advised that any use of our Platform not expressly permitted under these Terms ofService   may   constitute   a   breach   of   these   Terms  of   Service   and   may  violate  federal,   state, and/or other intellectual property laws.

You agree that when accessing the Platform you will not infringe on any intellectual property rights of others. You also agree that you shall be solely responsible for any violations of any applicable laws and for any infringement of third-party intellectual property rights. You further agree that Sharpz has the right, but not an obligation to monitor, edit, and or remove material on the Platform. Sharpz does not review every post or submission made by a user, but if notified it may investigate a post or submission at our discretion. You understand and agree that Sharpzis under no obligation to remove content and assumes no responsibility or liability arising from or relating to any actions or content transmitted by or between you or any third-party within or outside of this Platform, including, but not limited to, any misinformation, error, defamatory language, libel, slander, omission, falsehood, obscenity, pornography, profanity, or inaccuracy contained therein. Sharpz may at its sole discretion, terminate the access of users who infringe the copyrights of others or otherwise violate the Terms of Service.

Sharpz respects intellectual property rights including those granted under the Digital Millennium Copyright Act (“DMCA”). If you believe that any Content or Marks on the Platform infringes on any copyright and/or trademark that you own or control,   please contact us immediately atinfo@sharpz.app. Any submission should include the subject line: “DMCA Takedown Request”and should provide the following information as required under the DMCA, 17 U.S.C. sec. 512:

• an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• a description of the copyrighted work claimed to have been infringed;
• identification of where the material that is claimed to be infringing is located on the Platform;
• a statement that you have a good faith belief that use of the infringement is not authorized by you, your agent, or the law; and
• a statement made under penalty of perjury that the information in the notification is accurate, and that you are the owner of the intellectual property or authorized to act on behalf of the intellectual property owner allegedly infringed.

Please be advised that you can be held liable and possibly responsible for damages if you make a material misrepresentation/false claim.
If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your content, you may send a written counter-notice to the Copyright Agent at info@sharpz.app that includes the following:

• your physical or electronic signature;
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Wayne County, Michigan, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Sharpz may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more at our sole discretion.

User Registration.

You may be required to register with the Platform, which may include creating a username and password. You agree to keep your password confidential and that you will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. Please see the Social Network Services for information regarding registration/logging in through a third-party service provider.

Age Restriction.

Our Platform is intended for adults over the age of 18 only. By using the Platform, you represent, warrant, and certify that you are at least 18 years of age. If you are under 18 years old you are expressly forbidden from providing any personal information to us and from using this app. You also agree and warrant that if you link a sportsbook and are placing bets you are doing so legally in a jurisdiction that allows such activity. By using the Platform, you further agree to hold Sharpz harmless for any violation of this section.

User Representations.

By using the Platform, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Service; (4) you are not under the age of 18; (5) you will not access the Platform through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Platform for any illegal or unauthorized purpose including, but not limited to illegal or underaged gambling of any kind; (7) your use of the Platform will not violate any applicable law or regulation; (8) you are responsible for protecting your personal account information confidential and secure; (9) you agree not to operate and/or collaborate with others to create to use multiple accounts on the Platform as your account is intended for your own personal use alone (only one account per person); (10) you will not upload and/or post any content that infringes on any intellectual property or other proprietary rights of others; (11) you will not invite other users to Sharpz whose addition to the Platform would violate these Terms; and (12) you will not engage in any Prohibited Activities herein. If you provide any information that is untrue, inaccurate, not current, incomplete, or take an action we deem inappropriate and/or in violation of the above User Representations and/or Terms of Service we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof). By using this Platform, you further agree to adhere to these Terms of Service.
You also agree that any violation by you of these Terms of Service may constitute an unlawful and unfair business practice that would cause irreparable damages/harm to Sharpz, for which monetary relief would be inadequate. Therefore, you understand and agree that Sharpz is free to pursue all remedies available in law or equity including injunctive or equitable relief it deems necessary or appropriate and may also be entitled to reasonable attorneys’ fees in protecting our rights under these Terms of Service.

Prohibited Activities.

You may not access or use the Platform for any purpose other than that for which we make the Platform available. As a user of our Platform, you agree not to:

• Systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Upload or post/share any content that infringes any intellectual property or other proprietary rights of any party or any content that you do not have a right to upload under any law or under contractual or fiduciary relationships.
• Upload anything contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
• Upload anything that is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable or in the sole discretion of Sharpz, or anything that may restrict any other user from enjoying the Platform, or which may expose Sharpz or any users to any harm or liability.
• Make any unauthorized use of the Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform and/or the Content contained therein.
• Engage in unauthorized framing of or linking to the Platform.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.
• Attempt to impersonate another user or person including, but not limited to any employee/representative of Sharpz or use the username of another user.
• Sell or otherwise transfer your profile.
• Compete with us in a similar business on the Platform and/or promote a competing business on the Platform.
• Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform.
• Attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Platform to you.
• Delete the copyright or other proprietary rights notice from any Content.
• Copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or using or launching any unauthorized script or other software.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Platform.
• Use the Platform in a manner inconsistent with any applicable laws or regulations including, but not limited to state, local, federal, and or international gambling/gaming laws.

Use License

If you access the Platform via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

Sharpz may have (1) integrated certain third party technology into the Platform including that third party’s software, and/or (2) accessed and used certain third party technology to facilitate providing you with Sharpz services, you agree and acknowledge that you have not been granted and do not otherwise retain any rights in or to any such third party technology or other materials. You acknowledge that all rights, title and interest to our software are owned by Sharpz and any third party materials integrated therein are owned by our third party service providers. Any other third party software application you use on the Platform is subject to the license you agreed to with the third party that provides you with this software. You acknowledge that Sharpz does not own, control nor have any responsibility or liability for any such third party software application you elect to use on our Platform and/or in connection with any Sharpz services. You acknowledge and agree that we are solely responsible for the Sharpz services and for providing maintenance and support services for the Sharpz services.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Platform: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.  

Social Network Services

As part of the functionality of the Platform, you may link your account with online accounts you have with third party service providers (each such account, a “Third Party Account”) by either: (1) providing your Third Party Account login information through the Platform; or (2) allowing us (or a service provider we use) to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent and warrant that you are entitled to disclose your Third Party Account login information to us and/or grant us access to your Third Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third party service provider of the Third Party Account. By granting us access to any Third Party Accounts, you understand that (1) we may access, make available, and store (if applicable) content that you have provided to and stored in your Third Party Account (the “Social Network Content”) so that it is available on and through the Platform via your account, including without limitation betting information as defined herein and in the Privacy Policy and (2) we may submit to and receive from your Third Party Account additional information to the extent you are notified when you link your account with the Third Party Account. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Platform. You will have the ability to disable the connection between your account on the Platform and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your betting information from Third Party Accounts. You can deactivate the connection between the Platform and your Third Party Account(s) through your Sportsbook Settings in the Main Menu.

Linking and Unlinking Sportsbook Account Information.

As a user you may connect certain sportsbooks and daily fantasy sport accounts to your Sharpz account. You authorize and agree that we have your full permission to procure your personal betting/daily fantasy sports information directly or through third parties from any sportsbook you link to the Platform. Betting Information means any betting data from any sportsbook that you link to the Platform, which includes, but is not limited to type of wager(s), monetary amounts wagered, details of wager(s): such as sport(s), league(s), player(s), competition(s), team(s), and odds of such wager(s), profits and losses from wager(s), number of wager(s), time wager(s) are placed, and result(s) of wager(s). Daily Fantasy Information means any information from a daily fantasy sport account that includes, but is not limited to contest information, player lineups, player prop parlays, amounts deposited, profits and losses from participation in daily fantasy contests, daily fantasy contest performance statistics and results.

User Content.

Any content submitted to Sharpz and/or on the Platform by a user including but not limited to profiles, messaging, text, images, audio, video, graphics, posts, interactive communications, and/or other creative submissions etc. (“User Content”) is the sole responsibility of the individual person or organization providing such content and is submitted at that user’s own risk. Content does not include a user’s personal information such as their email. You agree that we are not liable or responsible in any way for any User Content including, but not limited to accuracy of information shared. If a user posts a link to a third-party website, then you alone accept the risks of accessing such a link. We do not represent that all user postings are free of viruses or harmful components, and you are solely responsible for any potential damages to your computer and or mobile phone that may arise from Platform use.

By using the Platform, you agree Sharpz can use your User Content at our discretion for any purpose including, but not limited to promoting Sharpz and for other marketing purposes such as sharing User Content on our social media accounts or other technology now existing or later developed. You further agree that by using the Platform you grant Sharpz a nonexclusive, worldwide, fully paid, transferrable, sublicensable, irrevocable, perpetual, and royalty free license to copy, display, upload, reproduce, store, modify, and share or otherwise use your User Content for any purpose including, but not limited to marketing and promotions. You further represent and warrant that you have full rights to your User Content and the right to grant such a license to Sharpz.

You may not disclose or distribute any information about Sharpz users to a third party or use such information for any marketing purposes unless you receive express consent to do so from Sharpz or that user.

You acknowledge and agree that any questions, comments, suggestions, ideas, tips, or other information you submit to us regarding the Platform or Sharpz business ("Feedback") is non-confidential and shall become our sole property. Sharpz retains any and all rights to any and all Feedback including resulting changes, updates, or tweaks to the Platform based on any user Feedback and/or recommendations. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of your Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all rights to any such Feedback, and you hereby warrant that any such Feedback are original with you or that you have the right to submit such Feedback. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Feedback.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Platform and that Sharpz is not liable or responsible for any interaction you have with another user at any time. Sharpz may at its own discretion choose to get involved with disputes between you and any other user of the Platform, but has no obligation to do so.

Platform Management

We reserve the right, but not the obligation, to: (1) monitor the Platform for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.

Storage of Data

At Sharpz discretion, we may establish a maximum period of time that data or other content will be retained on the Platform and the maximum storage space that will be provided on any servers on your behalf. You agree that Sharpz has no responsibility or liability for the deletion or failure to store any data or other content uploaded on the Platform and that Sharpz reserves the right to terminate inactive accounts and make changes to these general practices and limits at any time, in its sole discretion, with or without notice.

Electronic Communications, Transactions, and Signatures

Visiting the Platform, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Termination

YOU AGREE THAT WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF SERVICE OR IF SHARPZ BELIEVES THAT ANY VIOLATION OF ANY APPLICABLE LAW OR REGULATION HAS OCCURRED. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PLATFORM OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING OR NOTICE, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third-party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Further you agree that Sharpz cannot be liable to you or any third-party for any termination of your access to the Platform.

Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform. We also reserve the right to modify or discontinue all or part of the Platform without notice at any time. We will not be liable to you or any third-party for any modification, change, suspension, or discontinuance of the Platform.

We cannot guarantee the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance or interruption of service. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases.

Disclaimer

THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD-PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Our Platform contains data, content, and information about sports betting. By using this Platform you agree that any data, content, information, and/or other material that may be found on the Platform does not constitute advice nor a recommendation on whether or how to participate in actual sports betting activities. SHARPZ ACCEPTS NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF THE USE THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, ANY CONTENT OR MATERIAL FOUND THEREIN, OR AS A RESULT OF BETTING RISKS OUTSIDE THE PLATFORM. ANY INFORMATION OR CONTENT TAKEN FROM THE PLATFORM THAT YOU MAY USE IN ANY SPORTS BETTING/DAILY FANTASY SPORTS ACTIVITY IS EXPLICITLY UNDERTAKEN AT YOUR OWN RISK AND AT YOUR OWN DISCRETION. SHARPZ DOES NOT RECOMMEND ANY SPORTS BETTING ADVICE OR DAILY FANTASY SPORTS ADVICE ON THE PLATFORM. ANY SPORTS BETTING ACTIVITY AND/OR DAILY FANTASY SPORTS ACTIVITY YOU ENGAGE IN IS EXPLICITLY UNDERTAKEN AT YOUR OWN RISK AND SHARPZ IS NOT LIABLE FOR ANY SPORTS BETTING OR DAILY FANTASY SPORTS RESULT, ACTIVITY, OR ACTION YOU TAKE.

Limitation of Liability

YOU EXPRESSLY AGREE AND UNDERSTAND THAT UNDER NO CIRCUMSTANCES SHALL WE OR OUR EMPLOYEES, AGENTS, EXECUTVES, AFFILIATES, MEMBERS, OR REPRESENTATIVES ETC. BE LIABLE TO YOU OR ANY THIRD-PARTY UNDER ANY THEORY OF LIABILITY FOR ANY TYPE OF DAMAGES INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED TO THE USE OF OR INABILITY TO USE THE PLATFORM OR RELIANCE ON THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OR CONTENT OBTAINED FROM THE PLATFORM, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, OR RESTRICTION, SUSPENSION OR TERMINATION OF ACCESS TO THE PLATFORM. THIS LIMITATION APPLIES TO ALL CLAIMS ARISING UNDER THESE TERMS OF USE WHETHER BASED IN CONTRACT, WARRANTY, TORT OR ANY OTHER LEGAL THEORY INCLUDING, BUT NOT LIMITED TO NEGLIGENCE.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. HOWEVER, IN SUCH STATES OUR LIABILITY AND BY EXTENSION LIABILITY OF OUR EMPLOYEES, AGENTS, EXECUTVES, AFFILIATES, MEMBERS, OR REPRESENTATIVES ETC. SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Any cause of action or claim you may have with respect to this Platform must be commenced within one (1) year after the claim or cause of action arises.

Indemnification and Release

You agree to release, indemnify, and hold Sharpz and its employees, agents, representatives, affiliates, officers, partners, members, subsidiaries, etc. (collectively, “Indemnitees”) harmless against any and all losses, damages, expenses including reasonable attorneys’ fees, liability, claims, demands, actions of any kind arising out of or relating to your use of the Platform, your contributions or use of the Platform; your breach of these Terms of Service, any breach of your representations and warranties set forth in these Terms of Service, and/or your violation of the rights of another including but not limited to intellectual property rights or any overt harmful act toward any other user of the Platform with whom you connected via the Platform. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Governing Law

By using the Platform you irrevocably consent and agree that these Terms of Service are governed by and construed in accordance with the laws of the State of Michigan applicable to agreements made and to be entirely performed within the State of Michigan, without regard to its conflict of law principles. You understand and agree that subject to the Dispute Resolution section below, any legal claim, action, lawsuit, or proceeding arising out of or related to these Terms of Service shall be instituted in the State of Michigan either in Federal Court or State Court located in Wayne County, Michigan. You acknowledge and agree that you waive any and all objections to exercise of jurisdiction over you by such courts and agree that venue is proper in such courts in the State of Michigan. If you access the Platform from outside the United States you do so at your own risk and are solely responsible for compliance with the laws of your jurisdiction.

Dispute Resolution: YOU MUST READ THIS SECTION CAREFULLY

Informal Resolution

First, Sharpz strongly believes that most user issues can be resolved effectively by emailing us at info@sharpz.app. If for whatever reason that doesn’t work, in order to expedite a resolution and control the cost of any dispute, controversy, or claim related to these Terms of Service (each a "Dispute" and collectively, the “Disputes”) you agree to first attempt to negotiate any Dispute with Sharpz informally for at least 60 days before the matter proceeds to binding arbitration. The 60 day clock for informal negotiations will begin once you submit an email to info@sharpz.app with the subject line: “DISPUTE NOTICE” that reasonably outlines the details of the Dispute including the nature and basis of the claim and relief sought. You also agree that you MUST submit such a Dispute email to info@sharpz.app within 30 days of the action that gave rise to the Dispute. You further agree to negotiate with Sharpz in good faith in an effort to resolve any Dispute, but if a resolution cannot be reached through informal negotiations, then you agree and consent to the next phase of binding arbitration outlined below.

Binding Arbitration

A. Agreement to Arbitrate

If you and Sharpz cannot resolve a Dispute through Informal Resolution discussed above, any Dispute relating in any way to Sharpz or the Platform will be finally and exclusively resolved through binding arbitration and not through a court of law subject to the terms of these Binding Arbitration provisions. YOU UNDERSTAND  AND AGREE THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. Sharpz reserves the right to Amend these Dispute Resolution provisions and if any change is made notwithstanding other provisions of these Terms of Service, you will have 30 days from the date of notice of the change to reject the changes to the Dispute Resolution procedures. However, you will still be bound to these provisions for any claim that arose prior to such a change.

B. Prohibition on Class Actions

In any Dispute, you and Sharpz agree that NEITHER YOU NOR SHARPZ WILL BE ENTITLED TO BRING CLAIMS AGAINST THE OTHER AS A CLASS MEMBER, A CLASS REPRESENTATIVE, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. YOU AGREE THAT CLASS ACTIONS AND CLASS ARBITRATIONS ARE NOT PERMITTED. YOU UNDERSTAND AND AGREE TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY’S CLAIMS AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEDURE. YOU UNDERSTAND AND AGREE THAT THIS MEANS YOU MAY ONLY BRING CLAIMS AGAINST SHARPZ ON AN INDIVIDUAL BASIS.  

C. Arbitration Procedures

Any dispute (outside of the exceptions listed below) relating in any way to Sharpz or the Platform shall be submitted to confidential and binding arbitration in Wayne County, Michigan. Arbitration under these Terms of Service shall be conducted under the rules of the American Arbitration Association (“AAA”) and before a single arbitrator. If there is any inconsistency between any term of the AAA Rules and any term of these Dispute Resolution provisions, the applicable terms of these Dispute Resolution provisions will control unless the arbitrator determines the result would hinder the ability to engage in a fundamentally fair arbitration. All issues are for the arbitrator to decide. The arbitration shall be completed within 120 days of either you or Sharpz giving reasonable notice of a demand for arbitration. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court with jurisdiction.

The prevailing party shall pay for the arbitration costs or the costs will otherwise be allocated between the parties to the arbitration by the arbitrator as the arbitrator deems appropriate. However, each party is responsible for their own legal fees, costs, and expenses.

All aspects of the arbitration proceeding are to remain confidential including any ruling or decision, or award by the arbitrator.

D. Exceptions to Arbitration

You and Sharpz agree that the following are not subject to the Dispute Resolution provisions above and that any following claims may proceed in a Court of law: 1. Any claim regarding a threat to violate or a violation of Sharpz intellectual property rights; 2. Any claim for equitable relief including, but not limited to injunctive relief; and 3. Any claim relating to theft, unauthorized use, or invasion of privacy. You and Sharpz may also litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

With respect to any Dispute or claims not subject to binding arbitration, as set forth above, you and Sharpz consent and agree to the personal and exclusive jurisdiction of the state and federal courts located within Wayne County, Michigan. You consent to jurisdiction and venue in such courts and waive any defenses of personal jurisdiction, and forum non conveniens

In no event shall any Dispute brought by either Party related in any way to the Platform be commenced more than 1 year after the cause of action arose.

E. Severability of Arbitration Provisions Above

If a court or arbitrator determines that any provision of these Dispute Resolution provisions (other than the prohibition on class actions in Section B above) are unenforceable, the parties agree to substitute a term or provision that is valid and is as close as possible to the intent and spirit of the invalid term or provision. The remainder of these Terms of Service shall remain in effect regardless.

Notice for California Users

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

Severability

If any part of these Terms of Service are deemed invalid, unlawful, void, or unenforceable, that portion will be null and void and the remaining portions will remain in effect.

Entire Agreement

These Terms of Service together with our Privacy Policy constitute the entire agreement between you and Sharpz pertaining to the Platform and supersedes in their entirety any and all prior written or oral agreements between you and Sharpz regarding the Platform.

Miscellaneous.

Sharpz failure to enforce strict performance of any provision of these Terms of Service shall not constitute a waiver of any provision or right. Sharpz may assign its rights and duties under these Terms of Service to any party at any time without notice to you and without your express consent, but you agree that you won’t assign any of your rights or delegate any of your obligations under these Terms of Service without our written consent. No assignment or delegation will relieve you of any of your obligations under these Terms of Service. The course of conduct between the parties or trade practice will not constitute a modification these Terms of Service.

Contact Us

If you have any questions, suggestions, or concerns please email us at info@sharpz.app.