1. Global Internet Disclaimer These Terms and Conditions govern your access to the www.prizelogic.com website (the “Site”) operated by Prize Logic, LLC (“PrizeLogic”) and of any information, text, graphics, documents, collateral, or other materials appearing on the Site or websites, promotions, mobile applications, software, and services controlled, whether partially or otherwise, by PrizeLogic (“Content”). By accessing or using the Site or Content, you agree to be bound by these Terms and Conditions.

2. Modification. PrizeLogic reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Content or to modify these Terms and Conditions, at any time and without prior notice. Modifications will become effective as soon as they are posted. If the modified Terms and Conditions are not acceptable to you, your only recourse is to cease using the Site or Content.

3. Using the Content. You acknowledge and agree that the information and materials presented on or through the Site will remain the property of PrizeLogic and are protected by all applicable copyright, trademark, patent, and/or other proprietary rights and related laws, rules and regulations such that PrizeLogic’s rights are protected to the fullest extent provided by law. The materials produced by PrizeLogic (including, but not limited to, individual articles, blogs, photographs, graphics, video and audio content) are protected by copyright as a collective work or compilation under the copyright laws of the United States and other countries. You agree to abide by all additional copyright notices or restrictions contained in any materials produced by PrizeLogic.

You agree to use and distribute all Content, if at all, unmodified and as provided by PrizeLogic and with all logos and copyright, trademark, trade name, service mark, and other proprietary rights notices provided by PrizeLogic (collectively, the “Marks”) intact and to not modify the Content, including, but not limited to, by removing, altering, or adding any text, graphics, warranty statements, logos, or Marks. You will not re-brand or co-brand any Content or Marks. You will not take any action in derogation of PrizeLogic’s rights in the Marks, including, but not limited to, applying to register any trademark, trade name, service mark, or other designation that is confusingly similar to any Mark.

The Site or Content may provide access to co-branded, third-party websites and services and other websites or services that have additional legal terms and conditions (“Other Services”). The Site or Content may enable access to Other Services. Use of the Other Services may require that you accept additional or different terms of service. Where these Terms and Conditions conflict with those terms of Other Service, those terms of Other Services control. You agree to use the Other Services subject to any additional terms and conditions.

The Site and Content may allow you to use third-party content and functionality, such as Facebook’s “like” or Twitter’s “Tweet” functions. You use such content or functionality subject to such third parties’ terms and conditions.

The Site and Content may include links to third-party websites and applications. You are responsible for evaluating whether you want to access or use them. PrizeLogic is not responsible for and does not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and PrizeLogic disclaims all liability arising from your use of them.

4. No Relationship. You will explicitly inform recipients of Content that your distribution of Content in no way indicates that PrizeLogic is sponsoring, endorsing, or promoting you or your products or services and that you are not affiliated with PrizeLogic. You understand and agree that you and PrizeLogic (or any of its affiliates) have not entered into any partnership, association, or joint venture.

5. Restrictions. Except as otherwise provided herein, all rights, title, and interest in and to the Site and Content are and will remain the exclusive property of PrizeLogic. The Site and Content are protected by copyright, trademark, and other laws, regulations, and international treaties. Except explicitly permitted above, you agree not to sell, copy, publish, distribute, transfer, modify, display, reproduce, or create any derivative works from the Site and Content. PrizeLogic will have the right to investigate and prosecute violations of any of the prohibitions and restrictions described in these Terms and Conditions to the fullest extent of the law.

6. User Content and Intellectual Property Rights. You, or the people who allow you to use their content, own all of the content you post using the Site or Content. However, PrizeLogic and its clients may use it for any purpose, including in marketing materials. PrizeLogic and its clients may also modify your content to make it work better on the Site or Content.

It is very important that you have permission to use other people’s content or they may be able to sue you for violating their legal rights.

The Site and Content may provide you with the ability to create, post, or share content (“Your User Content”). You or a third-party licensor, as appropriate, retain all intellectual property rights to Your User Content. You are responsible for protecting those rights.

By posting Your User Content on or through the Site or Content, you grant PrizeLogic and its clients a world-wide, non-exclusive, perpetual, royalty-free license to use, modify, remove, publish, transmit, or display Your User Content for any purpose, without compensation or attribution to you, including for the purposes of promoting products and services and to sublicense its use off the Site and Content.

You waive any rights you may have regarding Your User Content being altered or manipulated in any way that may be objectionable to you. PrizeLogic reserves the right to refuse to accept, post, display, or transmit any of Your User Content in its sole discretion. PrizeLogic cannot control how third parties who may have received Your User Content may continue their use of Your User Content.
You understand and agree that you will not obtain, through use of the Site or Content, any right, title, or interest (including intellectual property rights) in content delivered via the Site or Content.

You agree that users of the Site and Content may view and redistribute Your User Content without compensation or attribution to you. Other users may be able to add their own content before or after Your User Content. Such users do not obtain any rights to Your User Content, and you are responsible for protecting those rights.

You represent and warrant that: (i) you own, or have the right to grant the license set forth in these Terms and Conditions of, the content you post on or through the Site and Content, (ii) the posting of Your User Content on or through the Site and Content does not violate any rights, including intellectual property or contractual rights, of any person or entity, and (iii) Your User Content is non-confidential and non-proprietary. You agree to pay all monies owing to any person as a result of posting Your User Content on the Site or Content.

PrizeLogic does not endorse, represent, or guarantee the truthfulness, accuracy, or reliability of content, posted by users (“User Content”) or third parties. You accept that any reliance on material posted by third parties or third-party service providers will be at your own risk. By using the Site and Content you accept the risk that you might be exposed to User Content that is offensive, indecent, objectionable, or otherwise inappropriate.

If a user posts User Content in any public area of the Site or Content, you also permit any user to access, display, view, store, and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content posted on the Site or Content retains any and all rights that may exist in such User Content.

7. Digital Millennium Copyright Act (“DMCA”) Policy. PrizeLogic respects the intellectual property rights of others and expects its users to do the same. It is committed to complying with U.S. copyright law and, according to the DMCA, promptly responding to claims of copyright infringement. If you believe, in good faith, that any material on the Website infringes your copyright, you should provide PrizeLogic with written notice that, at a minimum, contains the following information:

  1. The name and physical or electronic signature of the allegedly infringed content owner or person authorized to act on behalf of the owner;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works found on the Website are covered by a single notification, a representative list of such works found on the Website;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit PrizeLogic to locate the material;
  4. Information reasonably sufficient to permit PrizeLogic to contact you, including your address, telephone number, and if available, your e-mail address;
  5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, the owner’s agent or the law; and
  6. A statement that the information in the notification is accurate, and, under penalty of perjury, that you are the owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All DMCA notices should be sent to PrizeLogic’s designated copyright agent as follows:
By mail:
PrizeLogic LLC
Legal Department
25200 Telegraph Road
Suite 405
Southfield, MI 48033

By e-mail:
arubin@prizelogic.com

Please be aware that, under the DCMA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorneys fees.

8. No Warranty. The Site and Content have been prepared based upon sources, materials, and systems believed to be reliable and accurate, and are provided to you on an “AS IS” and “AS AVAILABLE” basis. PrizeLogic makes no representations, and disclaims all express, implied, and statutory warranties of any kind to you or any third party, including, but not limited to, representations and warranties regarding accuracy, timeliness, completeness, merchantability, fitness for any particular purpose, non-infringement of third-party rights, and freedom from computer viruses.

The Site contains links to third-party websites or resources. You acknowledge and agree that PrizeLogic is not responsible or liable for the availability, accuracy, or content of such websites or resources. Links to such websites or resources do not imply any endorsement by PrizeLogic.

9. Limitation of Liability. Neither PrizeLogic nor any of its affiliates, directors, officers, employees or consultants (“Released Parties”) are responsible or liable for any indirect, incidental, consequential, special, exemplary, punitive, or other damages under any contract, negligence, strict liability, or other theory arising out of or relating in any way to the Site or Content and/or materials contained on the Site or Content, any linked website, or any content available through the Site. Your sole remedy for dissatisfaction with the Site, Content, services or any linked site is to stop your use of it.

PrizeLogic is not liable for anything its users do when using the Site or Content. PrizeLogic may also modify the Site or Content at any time and are not liable for how this may affect you. PrizeLogic does not guarantee the quality or accuracy of any content you view using the Site or Content or other websites.

PrizeLogic is not responsible for any disputes or disagreements between you and any third party with which you interact using the Site or Content. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release PrizeLogic of all claims, demands, and damages in disputes among users of the Site or Content. You also agree not to involve PrizeLogic in such disputes. Use caution and common sense when using the Site or Content.

PrizeLogic is not liable for anything that happens to you that somehow may be connected to your use of the Site or Content. If you use the Site or Content in a way that causes PrizeLogic to be included in litigation, you agree to pay all of the legal fees and costs.

To the fullest extent possible by law, PrizeLogic’s maximum liability arising out of or in connection with the services or your use the Site or Content, regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise), will not exceed $50. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on anything found on the Site or Content, or (iii) your breach of these Terms and Conditions. PrizeLogic shall provide notice to you promptly of any such claim, suit, or proceeding. PrizeLogic reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify PrizeLogic and you agree to cooperate with the PrizeLogic defense of these claims. You agree not to settle any matter without the prior written consent from PrizeLogic. PrizeLogic will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.

10. General. The failure of PrizeLogic to enforce any right or provision of these Terms and Conditions will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of PrizeLogic. Except as expressly set forth in these Terms and Conditions, the exercise by either party of any of its remedies under these Terms and Conditions will be without prejudice to its other remedies under these Terms and Conditions or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms and Conditions will remain in full force and effect. These Terms and Conditions shall be governed by the laws of the State of Michigan. By accessing or using the Site or Content, you consent to the personal jurisdiction of the applicable state or federal court closest to Southfield, Michigan, and that any and all disputes arising out of these Terms and Conditions must be exclusively filed in that applicable state or federal court.

11. Contacting PrizeLogic. If you have any questions about these Terms and Conditions, please contact PrizeLogic at arubin@prizelogic.com.