Last updated on February 28, 2023
Watch With Friends, Inc. ("The SZN") provides a website located at https://www.theszn.com (the “Site”) for connecting with friends around sports (the "Service"). This Master Terms of Use along with the Additional Terms (defined below), as such terms and policies may be updated from time to time (collectively, the "Terms"), governs your use of the The SZN Service. By visiting the Site, registering for Services offered on the Site, or by accepting, uploading, submitting or downloading any information or content from or to the Site, you agree that you have read, understood, and agree to be bound by these Terms. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICE.
You are solely responsible for the use of the Service. By using the service you acknowledge that any information and competitions provided through the Service are for entertainment purposes only. Use of any other downloadable software components provided by The SZN is subject to these Terms and any accompanying end user license agreement.
In addition to these Master Terms of Use, the following additional terms apply to your use of the Service. By using the Service, you agree to be bound by these additional terms (including any age restrictions applicable to use of a particular feature of the Service), as applicable, which are incorporated herein by reference (collectively the "Additional Terms"):
Privacy Policy, which describes The SZN's policies with respect to the collection, use, and disclosure of personal information from you; and
Referral Program Rules, which describes The SZN’s policies with respect to any incentives offered for referring friends to the Service; and
Partner Program Rules, which describes The SZN’s policies with respect to any incentives offered for marketing The SZN on other platforms and in physical locations.
Squads Rules, which describes The SZN’s policies with respect to any prizes and rewards offered through the SZN Squads Program.
In the event of a conflict between the terms and conditions in this document and the terms in any of the Additional Terms, these Master Terms of Use will control.
In order to access some features of the Service, you may have to register for an account. You hereby represent and warrant that the information you provide to The SZN upon registration will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times.
You may establish only one account per person to participate in the Service offered on the Site. In the event The SZN discovers that you have opened more than one account per person, in addition to any other rights that The SZN may have, The SZN reserves the right to suspend or terminate any or all of your accounts and terminate, withhold or revoke the awarding of any prizes. You are responsible for maintaining the confidentiality of your login names and passwords and you accept responsibility for all activities, charges, and damages that occur under your account. It shall be a violation of these Terms of Use to allow any other person to use your account to participate in any competition. If you have reason to believe that someone is using your account without your permission, you should contact us immediately. We will not be responsible for any loss or damage resulting from your failure to notify us of unauthorized use. If we request registration information from you, you must provide us with accurate and complete information and must update the information when it changes.
As a registered user, you will have login information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you should preserve the confidentiality of your username and password. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify The SZN by e-mail at yo@theszn.com. You are solely responsible for your own losses or losses incurred by The SZN and others (including other users) due to any unauthorized use of your account.
You may use The SZN's Service as a "Member" or a "Visitor." "Members" may include a variety of designated levels of members who may be charged for services according to the terms of the particular offer (a "Paid Member", or registered free members (a "Free Member"), or other membership levels. "Visitors" are users that have not registered for an account with access to and use of certain aspects of Service, which may be restricted and only available to certain Members. The membership levels, the benefits and pricing of each level of membership may vary and are subject to change at any time, please read the terms of any particular level of membership carefully before accepting it. The SZN may modify these levels and benefits from time to time, and each such modification is effective as soon as we post it on the relevant Services except to the extent that your particular pricing structure is established in writing for a period of time in the future, such as an annual plan. It is therefore important that you review the membership page regularly to ensure you are aware of any such changes.
In order to access some features of the Service, you may have to become a Paid Member. Payment for certain Services is due in advance of each applicable membership period (e.g., monthly or annually). MONTHLY AND ANNUAL MEMBERSHIPS MAY AUTOMATICALLY RENEW AND YOUR CREDIT CARD OR OTHER PAYMENT METHOD YOU PROVIDE WILL BE CHARGED ON THE FIRST DAY OF EACH RENEWAL PERIOD UNTIL YOUR MEMBERSHIP IS TERMINATED BY US OR CANCELLED BY YOU. You agree to pay all applicable fees for your memberships and use of our paid Services, plus any applicable taxes or other charges as may be required, when due and payable. All fees and charges are payable in advance and non-refundable, including after cancellation. If you wish to cancel your membership in a Service (if available), please visit the account area on the Site. Cancellation of memberships (if available) will take effect as detailed in the cancellation information for the specific Service you want to cancel.
We may from time to time offer free trials for some of our Services. Such trials may require you to register with a valid credit card to commence. Users that sign up for a free trial membership at a particular level will be automatically renewed at the promoted membership rate for that level at the end of the trial period unless the user cancels the membership at least before the end of the trial, unless the terms of the offer explicitly state otherwise. You can cancel a free trial on the Site or by contacting The SZN's customer support. After cancellation of a free trial, you can continue as a Free Member with reduced benefits or access. Only one free trial membership is allowed per person. Subsequent registrations do not qualify for free trials. Unless the terms of a promotion state otherwise, for promotions that include "free" periods with "paid" periods, paid periods will elapse first. We may introduce new or additional features, services or materials to the Services which may be a part of, or priced separately from, existing levels of membership at our sole discretion.
As a registered user, you will have login information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you should preserve the confidentiality of your username and password. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify The SZN by e-mail at yo@theszn.com. You are solely responsible for your own losses or losses incurred by The SZN and others (including other users) due to any unauthorized use of your account.
Each year all Members who have competition prizewinnings of $600 or more over the previous year must provide updated address and social security details to The SZN. These details will be used to allow The SZN to comply with tax regulations and may be shared with appropriate tax authorities. You, not The SZN, are responsible for filing and paying applicable state and federal taxes on any winnings. The SZN does not provide tax advice, nor should any statements in this agreement or on the Service be construed as tax advice.
By entering a competition, you consent to The SZN’s and its service providers’ and business partners’ use of your name, voice, likeness, location and photograph in connection with the development, production, distribution and/or exploitation (including marketing and promotion) of the selected competition and/or other The SZN competitions and The SZN generally, unless otherwise prohibited by law. Watch With Friends, Inc. and its business partners reserve the right to make public statements about the entrants and winner(s), on-air, on the Internet, or otherwise, prior to, during, or following the competition. Entrants agree that Watch With Friends, Inc. may announce any winner's name on-air or on any of its websites or any other location at any time in connection with the marketing and promotion of The SZN or other competitions operated by Watch With Friends, Inc. You agree that participation in and (where applicable) the winning of a prize in connection with a competition constitute complete compensation for your obligations under this paragraph, and you agree not to seek to charge a fee or impose other conditions on the fulfillment of these obligations. The rules specific to certain competitions may contain additional publicity obligations or may require a written signature on a separate publicity waiver.
If The SZN determines that you do not meet the eligibility requirements of this section, then you are not authorized to use the Service. The SZN may require you to provide proof that you are eligible to participate according to this section prior to receiving a prize. This includes by requesting that you fill out an affidavit of eligibility or other verification information (as discussed in Section 4 below). If The SZN otherwise determines that you do not meet the eligibility requirements of this section, in addition to any rights that The SZN may have in law or equity, The SZN reserves the right to terminate your account, withhold or revoke the awarding of any prizes associated with your account or limit your ability to withdraw. In such a situation, The SZN may pay out any withheld or revoked prizes to the other entrants in the relevant competition in a manner consistent with the prize structure of the competition, to be precisely determined by The SZN in its sole discretion.
"Authorized Account Holder" is defined as the natural person who is assigned to an e-mail address by an Internet access provider, on-line service provider, or other organization (e.g., business, education institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address for registration on the Website. By inputting a payment method to become a Member of the Service, the Authorized Account Holder hereby affirms that the Authorized Account Holder is the lawful owner of the payment method account used to make any payment(s) on the Website. It shall be a violation of these Terms of Use for any Authorized Account Holder to submit payment using any payment method that is not owned by the Authorized Account Holder. If any payment is charged back, any winnings generated from The SZN competitions shall be invalidated, forfeited and deducted from your Account balance. The SZN reserves the right to close your account – without notice – shall a payment be charged back.
"The SZN employees (“Employees”) and Immediate Family Members (an “Immediate Family Member” means any domestic partner and relative of the employee who resides at an employee’s residence, including but not limited to parents, grandparents, in-laws, children, siblings, and spouses) are permitted to participate in competitions hosted on the Site, but are not permitted to receive any cash prizes from competitions hosted on the Site; provided, however, Employees and Immediate Family Members are permitted to play in the following competitions on the Website: The SZN-sponsored Private competition, Private competitions with cash prizes, or Private competitions for prizes other than cash. A “Private competition” is one that is not listed in the website public domain, and is hosted by another Employee, relative, or friend of the Employee or Immediate Family Member participating. In the event an Employee or Immediate Family Member achieves a competition result that would normally receive a cash prize, that cash prize gets awarded to the next-placing Member (e.g. if 10 places are paid and an Employee finishes in 7th place, then the 8th place finisher gets the 7th place prize, and so on).
Athletes, coaches and other team management, team support personnel (e.g. without limitation, team physicians) and team owners may not participate in any The SZN competitions in the sport or sports with which they’re associated. Team owners, referees, league employees, sports commissioners and other individuals who through an ownership interest or game-related employment can influence the competition are likewise ineligible.
For any person who has signed an agreement to no longer use the Service or any of its competitions, continued use of The Service - either under the original account or a new account - constitutes a violation of both that legal agreement and these Terms. In addition to reserving the right to terminate your account, and withhold or revoke the awarding of any prizes associated with your account, The SZN may take further legal action against you.
All competitions offered by The SZN are games of skill. Winners are determined by the criteria stated in each competition's rules. To win, you must possess knowledge of professional teams' relative strength and the myriad other variables that affect which team wins each game. You must also apply a unique strategy over several time periods (e.g. months, weeks), related to which teams you pick at which times.
All competitions offered through this Site contain multiple time periods (e.g. months, weeks) and/or multiple events (e.g. games, player performances). Decisions made toward winning the competitions will therefore occur during multiple periods and/or across multiple unrelated events. No competitions offered are based on the outcome of any single game or player performance.
All prizes offered in any competition are stated in advance and do not vary based on the number of people participating in the competition.
After each competition ends, the tentative winners are announced (generally by the following day) but remain subject to final verification. Provided the winning Members in each competition comply with eligibility requirements and applicable rules, they will win prizes as set out in the posted competition details. Prizes are added to the winning Member's account balance. In the event of a tie, the prize is divided evenly between the tied players, unless otherwise specified in the specific competition rules.
No substitution or transfer of a prize is permitted. All taxes associated with the receipt or use of any prize are the sole responsibility of the winner. In the event that the awarding of any prizes to winners of the Competition is challenged by any legal authority, The SZN reserves the right in its sole discretion to determine whether or not to award or adjust such prizes. In all disputes arising out of the determination of the winner of The SZN competitions, Watch With Friends, Inc. is the sole judge and its actions are final and binding.
The SZN also reserves the right to cancel competitions or end competitions, in our sole discretion, without any restrictions. This includes competitions that cannot proceed as originally scheduled due to game cancelations, game rescheduling, season cancelations, season alterations, or any other circumstance that alters the operation of a competition. In the event of The SZN canceling or ending a competition, prizes will either be divided among players in a manner deemed by The SZN, in its sole discretion, to be fair, or not awarded at all.
The SZN, in its sole discretion, may disqualify you from a competition or the entire Service, refuse to award prizes and require the return of any prizes, or suspend, limit, or terminate your account if you engage in conduct The SZN deems, in its sole discretion, to be improper, unfair, fraudulent or otherwise adverse to the operation of the Service or in any way detrimental to other users. Improper conduct includes, but is not limited to: falsifying personal information, including payment information, required to use the Service or claim a prize; tampering with the administration of the Service or trying to in any way tamper with the computer programs associated with the Service; obtaining other entrants’ information and spamming other entrants; and abusing the Service in any way; or otherwise violating these Terms of Use. You acknowledge that the forfeiture and/or return of any prize shall in no way prevent The SZN from informing the relevant authorities, and/or pursuing criminal or civil proceedings in connection with such conduct.
If for any reason the Service is not running as originally planned (e.g., if the Site becomes corrupted or does not allow the proper usage and processing of entries in accordance with the rules, or if infection by a computer virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes of any kind, in the sole opinion of The SZN corrupts or affects the administration, security, fairness, integrity or proper conduct of the Service), The SZN reserves the right, in its sole discretion, to disqualify any individual implicated in or relating to the cause and/or to cancel, terminate, extend, modify or suspend the Service, and select the winner(s) from all eligible entries received. If such cancellation, termination, modification or suspension occurs, notification may be posted on the Site.
Certain competitions may have a minimum participant requirement. If this requirement is not met, The SZN may cancel the competition and refund any and all monies paid and credits redeemed for participation in that competition. Each competition page shows this minimum threshold (when applicable) along with the number of players currently participating.
The failure of The SZN to comply with any provision of these Terms due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities outside of the control of The SZN (excepting compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of these Terms.
All competitions offered through this Site can be joined without purchase. To see a list of all accepted methods of entry, consult a competition's rules page. Watch With Friends, Inc. is not a gambling business and accepts no wagers.
Some features of the Service may allow you to link your account(s) on the Service to your accounts on third party services, such as social networking sites. If you link your account on the Service to an account on a third party services (such as Gmail, Facebook, or Twitter), you are authorizing The SZN to store and use your access credentials to access your account on your behalf as your agent to integrate your experience with the Service with content, information, and features available through such third party service(s). Use of third party service through the Service in this manner may be subject to additional terms established by the applicable third party, and it is your sole responsibility to comply with such third party terms.
The SZN may contain or display through the Site various information, and other materials or content from third parties, including User Content (“Third Party Materials”). The display on or through the Site of such Third Party Materials does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by The SZN of any third party or any affiliation between any such third party and The SZN. Furthermore, in using and accessing the Site, you agree that The SZN is in no way responsible for the accuracy, timeliness, or completeness of Third Party Materials. The SZN’s display of specific Third Party Materials does not suggest a recommendation by The SZN of the third party or any products, services, websites or plans offered. Your interaction with any third party accessed through the Site (whether online or offline) is at your own risk, and The SZN will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party.
The Site may contain references or links to third-party materials and websites not controlled by The SZN. The SZN provides such information and links as a convenience to you and such links and references should not be considered endorsements or recommendations of such sites or any content, products or information offered on such sites. You acknowledge and agree that The SZN is not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked from the Site.
Certain features of the Service enable users to post various types of content to the Service ("User Content"), including, but not limited to, comments, takes, posts, images, usernames, bios, group names, group descriptions, and links. You agree that you, and not The SZN, are solely responsible for all User Content that you make available through the Service. Similarly, The SZN is not responsible to you for any User Content provided by other users of the Service, or for any of communication made through the Service. When you contribute, upload, or otherwise provide User Content via the Service, you agree to comply with the following Community Usage Rules. In addition to removing such prohibited content, The SZN may terminate the responsible accounts, and/or report such activities to law enforcement authorities as appropriate. Prohibited User Content includes, but is not limited to, content that The SZN determines:
By submitting User Content to The SZN, you hereby grant The SZN and its affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license (without any obligation to exercise) to use, reproduce, and modify your User Content in connection with the development, operation, and support of the Service. The SZN does not allow infringing materials on the Service. Accordingly, you represent and warrant that you own or have the right to grant the foregoing license to any User Content you post, the User Content you post will not infringe any third party's intellectual property rights or violate the rights of any third party, and that User Content you post will be accurate and up to date. You further acknowledge and agree that The SZN may remove any User Content at any time for any reason, including in connection with a takedown notice received from a third party, and to disable accounts of users determined to be "repeat infringers." You further agree to indemnify and hold The SZN and its affiliates harmless from all claims, damages, and liabilities arising from your User Content, your use or misuse of the Service, the Site or any breach by you of these Terms.
The SZN does not allow use of the Service for any illegal, abusive purposes, in any manner that interferes with or interrupts the proper functioning of the Service, or through the use of any bot, crawler, spider, or other automated process. The SZN reserves the right to restrict or terminate your right to use particular features of the Service if The SZN determines, in its sole discretion, that your use violates these Terms or any other applicable Additional Terms.
You agree not to use the Site or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the proceeding sentence, you agree that you will not, do or attempt to:
The Site, and the Service are owned and operated by The SZN. The software, content, visual interfaces, interactive features, information, trademarks, logos, graphics, design, compilation, computer code, products, software, services, content, and all other elements of the site and the Service (the "The SZN Materials"), are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All The SZN Materials, including intellectual property rights therein and thereto, are the property of The SZN or its subsidiaries or affiliated companies and/or third-party licensors. You may not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the The SZN Materials. The SZN reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the The SZN Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in these Terms.
These Terms will remain in effect until terminated. These Terms, and your rights and licenses hereunder, will terminate immediately upon your breach of the Terms. You may terminate these Terms by canceling your account and subscription with The SZN. The SZN may terminate the Service and/or these Terms, or limit or terminate your access to the Service at any time for any reason or no reason at all. No refunds will be granted in connection with any termination of the Service. Sections 2, 8, 10, 12, 13, 14, 15, and 16, shall survive the termination of this Agreement for any reason, along with any provisions of the Additional Policies that expressly by their terms survive. You agree that termination of your account is your sole remedy for any dissatisfaction with the Service.
The SZN reserves the right, in its sole discretion, to add, remove, or modify features of the Service at any time for any reason without liability to you. The SZN may change, modify, add, or remove portions of these Terms (including the Additional Terms) at any time by making such modified terms available to you on the The SZN website. The applicable modified terms will be identified as of the most recent date of revision and will be effective immediately upon posting, except as follows: in the event any such modification materially alters your rights hereunder, we will attempt to notify you directly through a message sent to the email address you have provided to The SZN, if any, or a pop-up window or other notification when you access or use the Service, b) such materially modified Terms and or Additional Terms as applicable will be effective upon the earlier of your use of the Service with actual knowledge of the changes or thirty days after the changes are made available to you, and c) no modifications to these Terms will apply to any dispute between you and The SZN that arose prior to the date of such modification. Your use of the Service after modifications to these Terms become effective constitutes your binding acceptance of such changes. If you are dissatisfied with the terms of these Terms, then you agree that your sole and exclusive remedy is to discontinue any use of the Service.
THE SERVICE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, The SZN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, AND NONINFRINGEMENT. The SZN EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE SERVICE, THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION AVAILABLE THROUGH THE SERVICE.
UNDER NO CIRCUMSTANCES WILL The SZN, ITS OFFICERS OR DIRECTORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE THE APP AND THE INFORMATION AVAILABLE ON THE APP OR ARISING OUT OF ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE APP, EVEN IF The SZN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST Watch With Friends, Inc. ARISING OUT OF YOUR USE OF THE SITE AND THE INFORMATION THEREON.
You agree to indemnify, defend and hold The SZN and its affiliates, officers, directors, suppliers, and customers harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by such parties, in connection with or arising out of your use or misuse of the Service, your violation of these Terms, any applicable law or regulation, or the rights of any third parties related to the use of the Service.
a. Generally. In the interest of resolving disputes between you and The SZN in the most expedient and cost effective manner, you and The SZN agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and The SZN are each waiving the right to a trial by jury or to participate in a class action.
b. Exceptions. Notwithstanding subsection (a), we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
c. Arbitrator. Any arbitration between you and The SZN will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting The SZN.
d. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). The SZN's address for Notice is: Watch With Friends, Inc., 93 4th Ave. #246, New York, NY 10003. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but If we do not reach an agreement to do so within 30 days after the Notice is received, you or The SZN may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or The SZN shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if our dispute is finally resolved through arbitration in your favor, The SZN shall pay you the greater of (i) the amount awarded by the arbitrator, if any, and (ii) the greatest amount offered by The SZN in settlement of the dispute prior to the arbitrator's award.
e. Fees. In the event that you commence arbitration in accordance with these Terms, The SZN will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in San Francisco county, California, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse The SZN for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
f. No Class Actions. YOU AND The SZN 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. Further, unless both you and The SZN agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
g. Modifications. In the event that The SZN makes any future change to this arbitration provision (other than a change to the The SZN's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to The SZN's address for Notice, in which case your account with The SZN shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive.
h. Enforceability. If only Subsection (f) of this Section 16 or the entirety of this Section 16 is found to be unenforceable, then the entirety of this Section 16 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 16 shall govern any action arising out of or related to these Terms.
These Terms, whether interpreted in a court of law or in arbitration, shall be governed by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California by California residents, and without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and The SZN agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the Northern District of California for the purpose of litigating all such claims or disputes. These Terms (including the various additional terms incorporated herein by reference) constitute the entire agreement between you and The SZN, and supersedes any and all prior agreements, negotiations, or other communications between you and The SZN, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties. In the event that any provision of these Terms is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from these Terms; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby. You agree to abide by all applicable laws in your use of the Service, including export control laws and similar regulations governing the transfer of software and other technology outside of the United States or other jurisdictions. You may not assign these Terms without the prior written consent of The SZN, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. The SZN may assign these Terms without restriction. Subject to the foregoing, these Terms shall be binding on the parties and their respective successors and permitted assigns. You acknowledge and understand that if The SZN is unable to provide the Service as a result of a force majeure event The SZN will not be in breach of these Terms. A force majeure event means any event beyond the control of The SZN. The failure to exercise, or delay in exercising, a right, power or remedy provided in these Terms or by law shall not constitute a waiver of that right, power or remedy. The SZN's waiver of any obligation or breach of these Terms shall not operate as a waiver of any other obligation or subsequent breach of these Terms.
The Service hereunder is offered by Watch With Friends, Inc.: 93 4th Ave. #246, New York, NY 10003.
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