Terms of Use

MSGN Holdings, L.P.

Mobile Application Terms of Use and End User License Agreement

IMPORTANT NOTICE: THIS AGREEMENT INCLUDES A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 17

Effective Date:  October 1, 2015

READ THIS AGREEMENT CAREFULLY. IT IS A LEGAL CONTRACT GOVERNING YOUR USE OF THE APPLICATION (AS HEREINAFTER DEFINED) AND CERTAIN SERVICES PROVIDED BY MSGN HOLDINGS, L.P. (“MSGN”) AND/OR THE MEMBERS OF THE MSGN FAMILY (AS HEREINAFTER DEFINED). BY CLICKING “ACCEPT” OR “REGISTER”, CONNECTING THROUGH A THIRD PARTY SUCH AS FACEBOOK (OR A SIMILAR THIRD PARTY OPTION), OR INSTALLING OR USING THE APPLICATION IN ANY WAY, YOU, YOUR HEIRS, AND ASSIGNS (COLLECTIVELY, “YOU”) AGREE TO BE BOUND BY THIS MOBILE APPLICATION TERMS OF USE AND END USER LICENSE AGREEMENT.

The following Mobile Application Terms of Use and End User License Agreement (“Terms of Use” or “Terms”) outlines your license to use any mobile application governed by the Terms and all of the content, products, services and other materials made available on or through any such mobile application (collectively, the “Application”) and your obligations related to that use. You can also review our Mobile Application Privacy Policy, which outlines our obligations and practices towards handling information that you may provide to us and is incorporated into these Terms.

Except for Section 17, providing for a waiver of class action rights, MSGN reserves the right, at its sole discretion, to modify or replace the Terms at any time. You shall be responsible for reviewing and becoming familiar with any such modifications.  Any changes will be incorporated into thESE TERMS and you should check thESE TERMS periodically for updates. Changes will be effective immediately unless otherwise provided in these terms.  Use of the Application by you following such modification constitutes your acceptance of the Terms as modified.

1. ACCEPTANCE OF TERMS

The Application is owned and operated by MSGN. You are bound by these Terms and the Mobile Application Privacy Policy if you download, install, complete a registration or otherwise use the Application or any similar product or service where you are presented with these Terms. If you do not agree to all of these Terms, then you may not use the Application or access any of the content, products, services and other materials provided or made available on or through the Application.

2. LIMITED LICENSE GRANT

This section sets forth your limited license to use the Application (“License”). The mobile application governed by these Terms is licensed to you, not sold.

A. Grant. Through the downloading, installation and/or use of the Application, you are acquiring and MSGN grants you a personal, limited, non-exclusive, non-transferable license to install and use the Application for your non-commercial use on a single, authorized mobile device solely as set forth in this License. Your acquired rights are subject to your compliance with this License. Any commercial use is prohibited. You are expressly prohibited from sub-licensing, renting, leasing, transferring or otherwise distributing the Application or any rights to use the Application (including, without limitation, your username, password, Subscription Data (as hereinafter defined) and/or any other similar information). The term of your License shall commence on the date that you install or otherwise use the Application, and shall end on the earlier of the date that you dispose of the Application, or MSGN’s termination of this License.

B. Further Restrictions. Your right to use the Application is limited to the license grant above, and you may not otherwise copy, display, seek to disable, distribute, perform, publish, modify, transfer, create works from, or use the Application or any component of it, except as expressly authorized by MSGN. Unless expressly authorized in writing by MSGN, you are prohibited from making the Application (and/or a copy of the Application) available on or over a network where it could be used and/or downloaded by multiple users. You may not remove or alter any of MSGN’s trademarks and/or logos, any legal notices included in the Application and/or any related assets. Your right to use the Application is also predicated on your compliance with any applicable terms of agreements you have with third parties when using the Application.

C. Reservation of Rights. You have obtained a license to the Application and your rights are subject to this License. Except as expressly licensed to you herein, MSGN and its licensors reserve all right, title and interest in the Application (including, without limitation, all video, footage, characters, storyline, images, photographs, animations, statistics, graphics, music, text, and any other materials in the Application), and all associated copyrights, trademarks, and other intellectual property rights therein. This License is limited to the intellectual property rights of MSGN and its licensors in the Application and does not include any rights to other patents or intellectual property. Except to the extent permitted under applicable law, you may not decompile, disassemble, or reverse engineer the Application, or any component thereof, by any means whatsoever. You may not remove, alter, or obscure any product or brand identification, copyright, or other intellectual property notices in the Application. All rights not expressly granted herein are reserved by MSGN.

D. Access. You must provide at your own expense the equipment, Internet connections or devices and/or service plans, which may include, without limitation, subscriptions to video services from your cable, satellite, telco or other provider of video programming services (each a “Pay TV Provider”), as may be required to access and/or use the Application. MSGN does not guarantee that the Application or all portion(s) thereof can be accessed on all devices or wireless service plans, or (to the extent a subscription to video services from a Pay TV Provider is required) in connection with all Pay TV Providers. MSGN does not guarantee that the Application is available in all geographic locations. You acknowledge that when you use this Application, your wireless carrier, Pay TV Provider and/or other telecommunications provider may charge you fees for content, access, data, messaging and/or other wireless access. Check with your applicable provider(s) to see if there are any such fees that apply to you.

E. Location and Push Notifications.  This Application may allow access to or make available opportunities for you to view certain live streaming video and receive other products, content, services and/or other materials based on your location.  To make these opportunities available to you, the Application will determine your location using one or more reference points, such as GPS, Beacons and/or software within your mobile device.  If you have set your mobile device to disable GPS, Bluetooth or other location determining software or do not authorize the Application to access your location data, the Application may not be able to determine your location and you will not be able to access live streaming video or other products, content and/or services. For more information about how the Application collects, uses and retains your information, please read the Mobile Application Privacy Policy.

This Application also makes use of push notifications to devices that support the transmission of such notifications or alerts.  Push notifications are used to send notification messages to you regarding offers, products, events, and other promotions and related alerts, as well as informational and/or administrative messages.  After downloading the Application, you will be asked to accept or deny push notifications.  If you deny, you will not receive any push notifications.  If you accept, push notifications will be automatically sent to you.  If you no longer wish to receive push notifications from this Application, you may opt out by changing your notification settings on your device. The device manufacturer, not MSGN, controls these notification settings.

F. Application Updates. You agree that the Application may automatically download and install updates, upgrades and additional features that MSGN deems reasonable, beneficial to you and/or reasonably necessary. You acknowledge and agree that any obligation MSGN may have to support the previous version(s) may be ended upon the availability of the update, upgrade and/or implementation of additional features. This License shall apply to any updates, upgrades and/or additional features that are not distributed with a separate license or other agreement.

G. Termination. This License is effective until terminated. Your rights under this License will terminate immediately and automatically without any notice from MSGN if you fail to comply with any of provision of these Terms. Promptly upon termination, you must cease all use of the Application and destroy all copies of the Application in your possession or control. Termination will not limit any of MSGN’s other rights or remedies under these Terms, at law or in equity. Sections 2(C), 3 through 20, and any supplemental terms of this License shall survive termination or expiration of this License for any reason.

3. ELIGIBILITY

You hereby represent and warrant that you are a natural person (corporate entities and similar organizations are not eligible to use the Application for any purpose) and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms.

In order to purchase products, programming, or services (to the extent such functionality is made available to you by or through the Application), you must be able to represent and warrant that:

•      you are 18 years of age or older, or the age of majority in the jurisdiction where you live, whichever is older;

•      you will abide at all times by these Terms and any other agreements between you and MSGN regarding your use of the Application.

If you do not meet the eligibility requirements of this section, then you are not permitted to use the Application and you agree that you will not use the Application. In addition to any other rights that MSGN may have in law or equity, MSGN reserves the right to suspend or terminate the account of any purported user of the Application that does not meet the foregoing requirements.

4.  LINKS

The Application may provide links to third-party websites or resources. Because MSGN has no control over such sites and resources, you acknowledge and agree that MSGN is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that MSGN shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources.

5.  CONDITIONS OF USING THE APPLICATION

A. Registration. You have the option to create an account when you initially set up the Application or at any time thereafter during your use of the Application. By creating such account, you agree to provide accurate, current and complete information about yourself as prompted (such information being the “Registration Data”) and maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or MSGN has reasonable grounds to suspect that such Registration Data is inaccurate, not current or incomplete, MSGN may deny you access to areas requiring registration or terminate your account, at its sole discretion.

B. Account User Name, Password and Security.  To the extent you elect to create an account as provided above, at the time of registration for such account, you must provide a valid email address and supply a username and password to be used in conjunction with your account. You are responsible for maintaining the confidentiality and security of your username and password, and are fully responsible for all uses of your username and password, whether by you or others. You agree to (i) keep your username and password confidential and secure and not share them with anyone else; (ii) immediately notify MSGN of any unauthorized use of your username and password or account or any other breach of security; and (iii) use only your username and password to access your account, and not any other user’s account. MSGN cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

You also may be asked for credentials, such as a user name and password, to demonstrate that you are a subscriber to a particular Pay TV Provider (“Subscription Data”). You agree that you are the subscriber to the applicable Pay TV Provider’s service and that you are responsible for the security and confidentiality, and any misuse of, the Subscription Data.  You are responsible for all activity under your account that is accessed using the Subscription Data, even if the inappropriate activity was committed by a friend, family member, guest, employee or any other person with access to the Subscription Data.

You acknowledge and agree that MSGN is authorized to act on instructions received through use of your username and password (and/or the Subscription Data, if applicable), and that MSGN may, but is not obligated to, deny access or block any transaction made through use of your username and password (and/or Subscription Data, if applicable) without prior notice if we believe in our sole discretion such information is being used by someone other than you, or for any other reason.

C. Communications and Disclosure. As a result of your registration, you may receive certain commercial communications from MSGN and/or the MSGN Family. You understand and agree that these communications are part of your registration, and that you may opt out of receiving these communications at any time by either using the unsubscribe functionality in such communications or sending an email to privacy@msgnetworks.com.

You acknowledge, consent and agree that MSGN may access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary: (i) to comply with legal process; (ii) to enforce these Terms or the Mobile Application Privacy Policy; (iii) to respond to claims that any content violates the rights of third parties; (iv) to respond to your requests for customer service; or (v) to protect the rights, property, or personal safety of MSGN, its users and/or the public.

D.  Other Technology.  Additionally, the Application may contain features that may allow you to submit data to, or plot yourself on a map using, a mapping service.  By using those features (if applicable), you agree to be bound by the terms of use that apply to those mapping services, which may include, as applicable, the Google Maps/Earth Terms of Service available at http://www.google.com/intl/en_ALL/help/terms_maps.html.

6. CONDUCT

As a condition of use, you promise not to use the Application for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by MSGN. By way of example, and not as a limitation, you agree:

•      not to abuse, harass, impersonate, intimidate or threaten other Application users.

•      not to download or use the Application if you are under the age of 13, regardless of any age rating that is given to the Application by any third party.

•      to deny access to the Application to children under the age of 13, and you will monitor the use of Application so that it may not be used by children under the age of 13.

•      that you will be responsible for any use of your credit card or other payment instrument in the Application by anyone under the age of 18.

•      that you will use the Application for personal and non-commercial purposes only.

•      that you will not use the Application to advertise, solicit or transmit commercial advertisements, including without limitation junk e-mail, spam, spim, or any other unsolicited messages regardless of the medium (e.g., email, text, SMS, chat, etc.)

•      that you will use the Application only for lawful purposes. This means that you will not use the Application to directly or indirectly violate any applicable law, rule or regulation or use the Application in any manner that would promote, aid or abet the violation of any applicable law, rule or regulation.

•      that you will not transfer, sell or trade the Application to anyone without written permission from MSGN.

•      that you will not sell or otherwise transfer your profile.

•      that you will not use or access an Application that has been transferred, sold or traded from another Application user without written permission from MSGN, except as permitted by these Terms.

•      that you will not post any defamatory, threatening, harassing, abusive, libelous, or otherwise offensive or objectionable information in the Application.

•      that you will not make available through the Application any information that infringes any intellectual property or privacy rights of any other person or entity.\

•      that you will not use the Application in a way that violates these Terms or any guidelines or policies posted by MSG.

•      that you will not use the Application to facilitate violations of these Terms or the Mobile Application Privacy Policy.

•      that you will not use the Application in a way that interferes with any other party’s use and enjoyment of the Application.

Violation of our rules may result in the removal of your content from the Application and/or the canceling of your account or right and ability to use the Application. You acknowledge and agree that MSGN may in its sole discretion remove any User Content (as such term is defined below), block access to the Application or the content therein, and terminate any account at any time for any reason or no reason. To report Terms of Use abuse, please contact us at feedback@msgnetworks.com.

7. USER CONTENT

User Content” means any information, text, graphics, or other materials you submit, post, upload, display, or otherwise make available using the Application.

You understand that all User Content, including but not limited to profile information and communications with other users, whether privately transmitted or made publicly available, is the sole responsibility of the person that originated such User Content. This means that you, not MSGN nor any member of the MSGN Family, are entirely responsible for all User Content that you upload, post, share, email, transmit, or otherwise make available via the Application. Under no circumstances will MSGN or any member of the MSGN Family be liable in any way for any User Content uploaded, posted, shared, emailed, transmitted or otherwise made available via the Application.

You acknowledge that MSGN may or may not pre-screen User Content, but that MSGN and its designees have the right (but not the obligation) in their sole discretion to pre-screen, refuse, permanently delete, and/or move any User Content available via the Application. Without limiting the foregoing, MSGN and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in MSGN’s sole discretion. You understand that by using the Application, you may be exposed to User Content that you may consider to be offensive or objectionable. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any User Content. You further acknowledge and agree that you bear the sole risk of reliance on any content available on or through the Application.

With respect to User Content you submit or make available on or through the Application, you grant MSGN an irrevocable, fully sub-licensable, perpetual, world-wide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such User Content (in whole or in part) and to incorporate such User Content into other works in any format or medium now known or later developed.

You are solely responsible for your interactions with other users of the Application. MSGN reserves the right, but has no obligation, to monitor disputes between you and other users.

8. COPYRIGHT COMPLAINTS/DIGITAL MILLENNIUM COPYRIGHT ACT

MSGN has a policy of, in appropriate circumstances and at its discretion, terminating the accounts of users who infringe the intellectual property of others, including accounts of repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide MSGN’s Copyright Agent a notice containing the following information:

A. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that has allegedly been infringed;

B. identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works at a single online location are covered by a single notification, a representative list of such works at that location;

C. 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 the service provider to locate the material;

D. your address, telephone number, and email address;

E. 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

F. a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

You may send your claims of copyright or other intellectual property infringement to MSGN’s Copyright Agent at the following address:

MSGN Copyright Agent
11 Penn Plaza, 3rd Floor
New York, NY 10001
Tel: (212) 465-6000
Fax: (212) 465-3967
Email: copyright@msgnetworks.com

9. PURCHASES; AVAILABILITY; FEES

The provisions of this Section shall apply in the event and to the extent that functionality to purchase products, programming or services is made available to you by or through the Application:

A. Purchases; Order Processing. You may purchase products, programming, or services using the Application if you are 18 years of age or older, or the age of the majority in the jurisdiction where you live, whichever is older. You agree to pay in full all prices and fees (including, without limitation, all applicable taxes) for any purchases you, or anyone using your account, make using the Application, via the credit, debit or charge card or other payment means acceptable to MSGN that you provide concurrently with your order or is associated with your account. If payment is not received by MSGN from your credit, debit or charge card issuer or its agents or other payment service provider, you agree to promptly pay all amounts due upon demand by MSGN. MSGN may, in its sole discretion, choose to not process or to cancel your order in certain circumstances. This may occur, for example, when the product you wish to purchase is unavailable, or if MSGN suspects the request is fraudulent. MSGN will either not charge you or refund the charges for orders that MSGN does not process or cancels.

B. Prices; Product Descriptions. MSGN may revise any or all of the fees and prices associated with products, programming, or services and/or other fee-based products and/or services at any time for any or no reason. Further, MSGN does not guarantee that product descriptions or other content and products will be available, accurate, complete, reliable, current or error-free. Descriptions and images of, and references to, products or services do not imply our or any of our affiliates’ endorsement thereof. Moreover, MSGN and its third party operational service providers reserve the right, with or without prior notice, for any or no reason, to: (i) change product descriptions, images, and references; to limit the available quantity of any product; (ii) bar you and/or any other user from conducting any or all transaction(s); and/or (iii) refuse to provide you and/or any other user with any product. Further, if MSGN terminates your use of or registration to the Application because you have breached these Terms, you shall not be entitled to a refund of any unused portion of any fees, payments or other consideration.

C. Order Changes and Cancellations. MSGN CANNOT CHANGE OR CANCEL AN ORDER ONCE IT HAS BEEN PROCESSED AND THEREFORE, YOU WILL REMAIN RESPONSIBLE FOR ALL FEES ASSOCIATED WITH ANY SUCH ORDER.

D. Returns and Exchanges. ALL PROGRAMMING SALES ARE FINAL. ANY AND ALL PROGRAMMING PURCHASED VIA THE APPLICATION ARE NOT ELIGIBLE FOR RETURN OR EXCHANGE. Price and availability of any product or service offered via the Application is subject to change without notice. Refunds and exchanges shall be subject to MSGN’s refund and exchange policies, as may be made available by MSGN and updated by MSGN from time to time. You agree to pay all charges that may be incurred by you or on your behalf through the Application, at the price(s) in effect when such charges are incurred.

10. INDEMNITY

By using the Application, you agree to defend, release and to hold harmless MSGN, each member of the MSGN Family (as hereinafter defined) and each of their respective parents, subsidiaries, affiliates, partners, co-sponsors, and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities from any and all liability, claims or actions of any kind whatsoever, including, but not limited to, for injuries, damages or losses to persons and property which may be sustained in connection with the use of the Application, the receipt, ownership, use or misuse of any products or services made available on or through the Application.

For purposes hereof, the “MSGN Family” means and includes MSG Networks Inc., MSGN Holdings, L.P. and each of their respective parent companies, subsidiaries, divisions, affiliated entities and business units as may change from time to time (including, without limitation, MSG Network, MSG Plus and MSGN Interactive).

11. FORCE MAJEURE

The failure of MSGN to comply with any provision of these Terms due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemy, actions of governmental authorities outside of the control of MSGN (excepting compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of these Terms.

12. WARRANTY DISCLAIMERS

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE APPLICATION AND ALL RELATED CONTENT, PRODUCTS, SERVICES AND MATERIALS PROVIDED OR MADE AVAILABLE ON OR THROUGH THE APPLICATION ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. MSGN, THE MSGN FAMILY AND ITS AND THEIR RESPECTIVE LICENSORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AND REPRESENTATIVES (COLLECTIVELY “MSGN” FOR PURPOSES OF THIS SECTION AND SECTION 13) DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MSGN DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPLICATION; THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE APPLICATION WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR EQUIPMENT; THAT ANY ERRORS IN THE APPLICATION WILL BE CORRECTED; OR THAT THE APPLICATION WILL BE AVAILABLE FOR REINSTALLATION TO THE SAME OR MULTIPLE DEVICES OR EQUIPMENT. NO ORAL OR WRITTEN ADVICE PROVIDED BY MSGN, APPLE INC. (“APPLE”), GOOGLE INC. OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

13. LIMITATION ON LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL MSGN BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE FAILURE OR MALFUNCTION OR ANY OTHER FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE APPLICATION WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT MSGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT MISREPRESENTATIONS OR CERTAIN INTENTIONAL OR NEGLIGENT ACTS, OR VIOLATION OF SPECIFIC STATUTES, OR THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MSGN’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MSGN FOR GENERAL USE OF THE APPLICATION DURING THE TERM OF YOUR USE OF THE APPLICATION.

14. MSGN’S PROPRIETARY RIGHTS

All title, ownership and intellectual property rights in and to the Application are owned by MSGN, another member of the MSGN Family or its or their respective licensors. You acknowledge and agree that the Application contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by MSGN, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Application, in whole or in part.

15. TERMINATION

MSGN may terminate or suspend the Application and any and all services and your account immediately, without prior notice or liability, if you breach any of the terms or conditions of the Terms or Mobile Application Privacy Policy. Upon termination of your account, your right to use the Application will immediately cease. If you wish to terminate your account, you may simply discontinue using the Application or contact us at feedback@msgnetworks.com via an email expressly stating that you wish to terminate your account. All provisions of these Terms, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and class action waiver.

16. NO THIRD PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to these Terms.

17. CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS

A. Class Action Waiver. The parties further agree that the resolution of any disputes between the parties shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND MSGN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

B. Changes to this Section. MSGN will provide 60-days’ notice of any changes to this section. Changes will become effective on the 60th day, and will apply prospectively only to any claims arising after the 60thday.

18. DISPUTE RESOLUTION VENUE

For any dispute relating to MSGN’s provision of and your use of the Application, you and MSGN agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in the Borough of Manhattan, New York, NY. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

19. GOVERNING LAW

These Terms and the relationship between you and MSGN shall be governed by the laws of the State of New York without regard to conflict of law provisions. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to these Terms or to any dispute or transaction arising out of this License.

20. GENERAL INFORMATION

A. Severability and Survival. If any provision of these Terms is determined to be illegal or unenforceable under applicable law by a court of competent jurisdiction, the remainder of the provision shall be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms shall continue in full force and effect.

B. Limitation of Liability and Disclaimer of Warranties are Material Terms of these Terms and License. You agree that the provisions in these Terms and License that limit liability and disclaim warranties are essential terms of these Terms and this License.

C. Taxes. You are solely responsible for any and all duties, taxes, levies and/or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms and/or your access to and/or use of the Application, by any authority of any applicable jurisdiction.

D. Export. You agree to abide by U.S. and other applicable export control laws and agree not to transfer the Application to a foreign national or national destination, which is prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You certify that you are not a person with whom MSGN is prohibited from transacting business under applicable law.

E. Entire Agreement. These Terms and this License constitutes the entire agreement between you and MSGN with respect to the Application and supersede all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License and these Terms will be binding unless made in writing and signed by MSGN. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. In the event of a conflict between this License and these Terms and any applicable purchase or other terms, the terms of this License and these Terms shall govern.

F. Contacting Us.  If you have any questions, concerns, requests or comments regarding these Terms, we invite you to contact us by email at feedback@msgnetworks.com or write to us at MSGN Holdings, L.P., 11 Pennsylvania Plaza, 3rd Floor, New York, New York 10001, Attn: Vice President, Marketing and with a copy to Vice President, Legal and Business Affairs, at the same address.

21. ADDITIONAL TERMS FROM THIRD PARTY PLATFORM PROVIDERS

A. Apple. If the Application that you download, access and/or use runs on Apple’s iOS operating system:

the Application may only be accessed and used on a device owned or controlled by you and using Apple’s iOS operating system;

you acknowledge and agree that:

•      these Terms are between you and MSGN, and not with Apple, and Apple is not responsible for the Application and the content thereof;

•      Apple has no obligation at all to provide any support or maintenance services in relation to the Application, and if you have any maintenance or support questions in relation to the Application, please contact MSGN, not Apple;

•      except as otherwise expressly set forth in these Terms, any claims relating to the possession or use of the Application are between you and MSGN (and not between you, or anyone else, and Apple);

•      in the event of any claim by a third party that your possession or use (in accordance with these Terms) of the Application infringes any intellectual property rights, Apple will not be responsible or liable to you in relation to that claim; and

•      although these Terms are entered into between you and MSGN (and not Apple), Apple, as a third party beneficiary under these Terms, will have the right to enforce these terms against you;

you represent and warrant that:

•      you are not, and will not be, located in any country that is the subject of a United States Government embargo or that has been designated by the United States Government as a “terrorist supporting” country; and

•      you are not listed on any United States Government list of prohibited or restricted parties; and

•      if the Application does not conform to any warranty applying to it, you may notify Apple, which will then refund the purchase price of the Application (if any) to you. Subject to that, and to the maximum extent permitted by law, Apple does not give or enter into any warranty, condition or other term in relation to the Application and will not be liable to you for any claims, losses, costs or expenses of whatever nature in relation to the Application or as a result of you or anyone else using the Application or relying on any of its content.

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