This Partner Celebrity-Influencer Agreement (The “Agreement”) is entered into and made effective as of the date set forth below (“Effective Date”), “), by and between OmegaJam, Inc., a Wyoming corporation with its principal place of business at 1309 Coffeen Avenue, Suite 1200, Sheridan Wyoming 82801 (“OmegaJam”, “we”, or “us”), and the participant in OmegaJam’s Partner Celebrity Influencer Program (the “PCI”, “Partner Celebrity-Influencer”, or “You”).  OmegaJam and the PCI are individually and collectively referred to herein as “Party” and “Parties.”  

WHEREAS, OmegaJam owns and operates the OmegaJam website and all associated Facebook and mobile applications (the “Platform”).  

WHEREAS, through the Platform, OmegaJam offers a variety of cash entry daily fantasy sports contest, charity-based contests, and free-to-enter corporate sponsored promotional contests.

NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:

1. INTRODUCTION. Through the Platform, OmegaJam offers a program (hereafter referred to as the “PCI Program”) that enables approved PCIs with the ability to earn revenue (“PCI Fees”) for procuring registered users who play in contests on the Platform (“Affiliate Fees” as defined below) and for acting as the Designated Celebrity in certain Beat the Celebrity contests (“BTC Fees” as defined below).  This PCI Agreement (the “Agreement”) and all supplemental terms, as amended from time to time, govern a PCI’s participation in the PCI Program. This Agreement explains the parties’ obligations to each other in relation to the Program.
2. ENROLLMENT AND PARTICIPATION IN THE PCI PROGRAM. To initiate the enrollment process, you must submit an application, which can be found on the OmegaJam website. We will evaluate your application and notify you of your acceptance or rejection shortly thereafter.  We may reject your application if, at our sole discretion, we determine that you are unsuitable for the PCI Program.  You should also note that if we accept your application and thereafter, we determine at our sole discretion that your activities are unsuitable, we may terminate this Agreement. 
3. OMEGAJAM MARKETING NETWORK: Once you have been accepted to the PCI Program, you will become a member of the OmegaJam Marketing Network (the “OJMN”). The OJMN includes us, our Partners, PCIs, Target Charities, Contest Sponsors, Affiliates, Members/Users, and other third-parties authorized by us to market the Platform and Contests.
4. GRANT OF LICENSE: Once you have been accepted to the PCI Program, we will integrate your Content (as defined below) into the Platform and use your PCI Content to promote you and your contests. This includes a semi-customizable hub and a listing in the OmegaJam directory.  You hereby agree to grant to OmegaJam, a limited, nonexclusive, nontransferable, royalty-free license to use your PCI Content in connection with the Platform and Program, including the distribution or display of your PCI Content by members of the OJMN via email, website, social media and other forms of communication or advertising, including radio and traditional print advertising (non-digital).  Said license shall remain in effect until one-year after the termination of this Agreement.
   • PCI Content: PCI Content includes, your name, biographical information, voice, likeness and photograph, graphic images, videos, Marks and Proprietary Rights during the Term. “Marks” includes any of the logos, trade names, trademarks, trade dress and other product identifiers.  “Proprietary Right” means any copyright, trademark right (including, without limitation, any applications for federal trademark registration) or other intellectual property right that is protected or protectable (whether or not a filing with any government office is made) under the laws of the United States of America, any state of the United States of America, or any foreign country. 
   • Cooperation. You agree to provide all PCI Content requested by OmegaJam for the Platform and Program and you give OmegaJam permission to use, download or link to your publicly displayed or accessible PCI Content (i.e., your logo, graphic images, videos on services such as YouTube, etc.).  All utilized PCI Content will be subject to your approval where such approval will not be reasonably denied or delayed.  If, at our sole discretion, such approval is not denied, but unreasonably delayed such that it will affect our operations, it will be presumed that approval has been granted.
   • Ownership of PCI Content. OmegaJam respects PCI’s ownership of PCI Content. If you owned specific PCI Content before providing it to OmegaJam, you will continue owning it after providing it to us, subject to any rights granted in this Agreement and any access granted to others.  We also respect the intellectual property rights of others. You must have the legal right to upload PCI Content to the Program. You may not upload or post any PCI Content that infringes the copyright, trademark or other intellectual property rights of a third party nor may you upload PCI Content that violates the law, this Agreement and/or any third party’s right of privacy or right of publicity. You may upload only PCI Content that you are permitted to upload by the owner or by law. We may, without prior notice to you and in our sole judgment, remove PCI Content that may infringe the intellectual property or other rights of a third party. If you are a repeat infringer of ours or a third party’s intellectual property or other rights, we may terminate this Agreement without notice to you.
   • Removal of PCI Content. We may refuse or remove your PCI Content without notice to you. However, we have no obligation to monitor PCI Content. We may not pre-screen all PCI Content and may not endorse or approve any PCI Content that you and other PCIs may contribute to the Program. You are solely responsible for your PCI Content and may be held liable for PCI Content that you post or upload.  The decision to remove PCI Content or other Content at any time is in our sole and final discretion. To the maximum extent permitted by applicable law, we do not assume any responsibility or liability for PCI Content or for removal of, PCI Content or any failure to or delay in removing, PCI Content or other Content.
5. PCI LINKS & AFFILIATED MEMBERS. Once you have been notified that you have been accepted into the PCI Program, you will be provided various custom links and link formats (“PCI Links”) that contain code that allows us to track click-throughs by prospective OmegaJam members. When a prospective member clicks on one of these PCI Links, visits the OmegaJam Platform, and then subsequently registers, you will be given credit as that member’s Referring PCI and they will then be considered your “Affiliated Member.”
   • OmegaJam Member Registration. We reserve the right, in our sole discretion, to reject the registration of any prospective OmegaJam member who does not comply with or meet our requirements. We also reserve the right to revoke the membership of any OmegaJam member if we believe, in our sole discretion, that they have violated our Terms of Use.  We will be responsible for all aspects of new member registration and member management.  We will track contest entries made by your Affiliated Members and will make available to you reports summarizing their activity.  The form, content, and frequency of the reports may vary from time to time at our sole discretion.
6. CONTESTS. We will work with you to slate one or more contests to be offered through the Platform for your benefit.  Slating includes the contest’s proposed format and underlying sport or activity, the date and time when the contest will be posted on the Platform, when it will be open for entry, when it will start (the entry deadline) and when it will end.  All contests will offer one or more prizes to incentivize potential entrants to play.  Most contests will have Contest Sponsors that promote and/or provide and fulfill contest prizes and some contests will also have a celebrity sponsor.
   • Contest Parameters. For each contest we offer on your behalf, you will be required to select various contest parameters, including the underlying sport or sporting event, the contest format, and the date the contest will be slated on the platform and open for entries.  In connection with your contests, regardless of the program options selected, you hereby agree to use your best efforts to work with us to source Contest Sponsors to provide prizes for your contest. 
   • Submission of Parameters. After you have selected your contest’s parameters and commitments have been secured from the contest’s Prize Sponsors and/or participating celebrities OmegaJam and SPN will review your prospective contest for approval.  Once approved, your contest will be slated.  Prior to the start of your contest, we will post your contest on the Platform in key locations and open your contest for entries.
   • Contest Marketing on the Platform: OmegaJam will create a semi-customizable contest hub for your contest that provides prospective contest entrants all relevant information, including, but not limited to (1) your content, and contest imagery, which includes static images, videos, etc. (2) the particular contest format (i.e., Top-X, Play-X, Reverse Bracket, Beat the Celebrity, etc.) and the underlying sport or activity to be employed in the contest (i.e., NFL, NBA, PGA TOUR, etc.), (3) the contest’s entry deadline, (4) the contest’s details, (5) the prizes, (6) the schedule that determines the number of charity tickets required to be redeemed per entry and the number of entries to be given based on donation amount and (7) the Contest Sponsors.  To help market your contest, OmegaJam will place contest placards in key locations such as the lobby, your hub and the hubs of all contest sponsors.  OmegaJam may also broadcast your contest to its members and followers via email and social media and enable the OJMN to advertise your contest.  YOU ARE ALSO RESPONSIBLE FOR MARKETING YOUR CONTESTS.  To facilitate this, we will provide you with certain marketing collateral and web links that, when clicked, link directly with either your contest’s hub, your hub or the hubs of one of the contest’s sponsors.  You hereby agree to the following:
     • Email Marketing by You: You agree to market your contest to your database of active and prospective donors by sending out at least three (3) emails that contain the marketing collateral that we provide you.
     • Social Media: You also agree to post the marketing collateral we provide you to your social media pages at least three (3) times before the start of the contest.

7. TRACKING AND REPORTING AFFILIATE MEMBER ACTIVITY. You will earn Affiliate Fees only with respect to activity on the Platform occurring directly through the actions of your Affiliated Members.
   • You acknowledge that, by participating in the PCI Program and using an PCI Link, we may receive information from or about visitors to your website or communications between your website and those visitors. Your participation in the PCI Program constitutes your specific and unconditional consent to and authorization for your access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Policy on the Platform.
   • In addition, you acknowledge that we may crawl or otherwise monitor your website for the purpose of ensuring the quality and reliability of the PCI Links you use (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.). Therefore, you agree that we may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).
8. AFFILIATE FEES. Affiliate Fees are the fees you earn when your Affiliated Members purchase entries into our contests or make donations through the Platform. The Affiliate Fees you earn will vary depending on the type of contests your Affiliated Members play.
   • DFS Contests (Daily Fantasy Sports): In DFS Contests, entrants purchase entries into contests to win cash payouts. We administer the contest and credit the accounts of the winners.  For each DFS Contest, we earn an Administration Fee that is equal to the amount we collect in entry fees less the amount of the total payouts we credit to the accounts of the winners.  You will then earn 20.0% of the Administration Fees we earn from your Affiliated Members calculated on a per entry basis.  In general, our Administration Fee will likely be approximately 10.0% of the total entry fees collected.  However, this percentage may vary substantially depending on the type and format of the contest and in some cases be zero or even negative.
   • Cash Entry with Non-Cash Prizes (CENCP): In a CENCP contest, entrants purchase entries to win non-cash prizes. There are two types of CENCP contests.  For administering CENCP contests where the prizes are offered by 3rd party prize sponsors, we earn an Administration Fee equal to 20.0% of the entry fees collected.  For these types of contests, you will earn 20.0% of the Administration Fees we earn from entries purchased by your Affiliated Members, calculated on a per entry basis. 
   • Charity Contests: In Charity Contests, entrants make a donation through the platform to our Partner charity. In return, they are issued one charity ticket for each dollar donated.  They then redeem these charity tickets for entries into charity contests.  We are paid a ticket issuance fee from our Partner charity of $0.20 per ticket issued.  You will then earn 10.0% of the ticket issuance fees we earn ($0.02) for every charity ticket issued to your Affiliated Members.
9. BEAT THE CELEBRITY FEES (“BTC FEES”). Beat the Celebrity (“BTC”) is a derivative contest format offered by us where entrants play head-to-head, but collectively against a Designated Celebrity to win cash payouts or prizes. BTC Fees are the fees you earn when you are acting as a contest’s Designated Celebrity.  BTC fees are earned for all contest entries and not just entries placed by your Affiliated Members.  The BTC Fees you earn will vary depending on the type of contest.  You will be eligible to earn BTC for the following types of contests:
   • DFS Contests (Daily Fantasy Sports): In DFS Contests, entrants purchase entries into contests to win cash payouts. We administer the contest and credit the accounts of the winners.  For each DFS Contest, we earn an Administration Fee that is equal to the amount we collect in entry fees less the amount of the total payouts we credit to the accounts of the winners.  You will then earn 20.0% of the Administration Fees we earn on a per entry basis.  In general, our Administration Fee will likely be approximately 10.0% of the total entry fees collected.  However, this percentage may vary substantially depending on the type and format of the contest and in some cases be zero or even negative.
   • Charity Contests: In Charity Contests, entrants make a donation through the platform to our PCI charity. In return, they are issued one charity ticket for each dollar donated.  They then redeem these charity tickets for entries into charity contests.  We are paid a ticket issuance fee from our PCI charity of $0.20 per ticket issued.  You will then earn 10.0% of the ticket issuance fees we earn ($0.02) for every charity ticket that is redeemed for entries into any BTC contest where you are acting as the Designated Celebrity.
10. TIMING OF PAYMENT OF PCI FEES. At the end of each month, we will calculate the Affiliate and BTC Fees generated through your activity for the month.
    • Payment. Within 30 days from the end of the month, we will send you a check via U.S. Mail or provide another form of payment for the Affiliate and BTC Fees you have earned.
    • Minimum Accrued Fees to Receive Payment. You will be paid for a given month’s Affiliate and BTC Fees if the total Affiliate and BTC Fees for the month plus any accrued Affiliate and BTC Fees from prior period is equal to or greater than $50.00. If the total is less than $50.00, then the balance will accrue to the following month.
    • ID Verification. If you are eligible to receive earnings from the PCI Program, we may require that you provide us with proof of identity before we provide payment. If you do not provide us with such proof to our reasonable satisfaction, then you will not receive payment of the earnings. If you receive payment of earnings in error, we may reverse or require return of the earnings. You agree to cooperate with us in our effort to do this. We may also reduce payment to you without notice to adjust for any previous overpayment.
11. TERM, TERMINATION & SURVIVABILITY. The term of this Agreement shall be for one (1) year commencing on the Effective Date.  Thereafter, this Agreement shall automatically renew in one-month increments.  Either Party may terminate this Agreement without cause by giving the other Party advance written notice.
    • The Effect of Termination: Should this Agreement be terminated by either party, we will no longer be obligated to pay you any Affiliate Fees that may have accrued after the date of termination.  Furthermore, your Affiliated Members will officially become “unaffiliated” and no longer be affiliated with you.  As such, you will no longer be entitled to earn Affiliate Fees from their activities or track their activities on the Platform.  
12. MODIFICATION OF TERMS. We are entitled to make amendments to the terms and conditions of this Agreement at any time and without advanced notice. If we make such amendments, we will notify you at least 30-days in advance in writing by sending notice to your physical address or to the email address of record for your account. Your continued participation in the PCI Program after any such amendment to the terms and conditions will be deemed as your acceptance and agreement to be bound by such amendments, updates and/or modifications.
13. NOTICE. All communications required hereunder shall be in writing and shall be deemed to have been validly served, given or delivered (i) three (3) business days after deposit of same in the United States mail, designated as registered or certified mail, return receipt requested, bearing adequate postage, or (ii) on the date of delivery to such Party if delivered by email to the email address of record of the parties, or when delivered by hand or by overnight or other similar courier and addressed to the Party to be notified at the address for such Party as provided in this Agreement, or to such other address as each Party may designate for itself by like notice. Note that this does not include general communications related to your participation in the Program, but communications related to terms of this Agreement.
14. PCI ACCOUNT ACCESS & SECURITY. We may offer PCIs with the ability to track relevant activities on the Platform.  To access this service, a Platform PCI Account (“PCI Account”) will be required. To create an PCI Account, you must have an email address, create a unique “username”, establish a password and/or passphrase and provide truthful and accurate information for all other fields required. If we request registration information from you, you must provide us with accurate and complete information and must update the information when it changes.  You authorize us to process any and all account transactions initiated through the use of your password and/or passphrase. You are solely responsible for maintaining the confidentiality of your password and passphrase. You must immediately notify us of any unauthorized use of your password or passphrase, and you are solely responsible for any unauthorized activities, wrongful payments, charges and/or liabilities made through your password. In no event will we be liable for the unauthorized use or misuse of your login name, account number, password or passphrase. Your PCI Account may be terminated if someone else uses it to engage in activity that violates the AA or is otherwise improper or illegal. You agree not to hold us, our licensors or any Third-Party Service Providers liable for any damages of any kind resulting from your decision to disclose your Username and/or Password to any third party. You agree to be responsible for all activities through and under your Username and Password and any instructions (to the extent applicable) received by us will be deemed to have been received from you.  You agree that we may log off any account that is inactive for an extended period of time. The login name and password assigned to you may not be transferred, assigned or otherwise loaned (whether for temporary use or otherwise) in any manner whatsoever. 
15. TAXES. You may be required to complete appropriate tax forms, provide a Tax ID number, and provide certain forms of identification including but not limited to, Driver’s License, Proof of Residence, and/or any information relating to payment/deposit accounts as reasonably requested by us in order to receive the payment of earnings. Failure to comply with this requirement may result in the forfeiture of any earnings. Forfeiture of earnings may also occur if it is determined any such PCI did not comply with this Agreement in any manner.
    • Tax Forms. After the end of the calendar year, we will send you an IRS Form 1099-MISC or other appropriate form. Depending on the State in which you reside, We may also send you form W-9 and/or additional federal or state tax forms. We may withhold from your existing Account balance and/or from future earnings any amount required to be withheld by Applicable Laws, including amounts due in connection with your failure to complete relevant tax documentation, but yu remain solely responsible for paying all federal, State and other taxes in accordance with all applicable laws.
    • Taxes Are Your Responsibility. All taxes associated with the receipt of earnings from the PCI Program are your sole responsibility. In the event that the payment of earnings to an PCI is challenged by any legal authority, we reserve the right in our sole discretion to determine whether or not to pay such earnings.
16. RESTRICTED ACTIVITIES. You may not: (a) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (b) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Platform; (c) make any membership request, or engage in other transactions of any kind on the Platform on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (d) take any action that could reasonably cause any member or prospective member confusion as to its relationship with you; (e) post or serve any unauthorized advertisements or promotional content related to the Program; (f) attempt to circumvent the Affiliate Fee schedule or artificially increase your Affiliate Fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to use your PCI Links (as determined by us) for the purpose of exceeding any Affiliate Fee threshold); (g) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any other PCI or OmegaJam Affiliate; or (h) seek to purchase or register any keywords, search terms or other identifiers that include the word “OmegaJam” or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Fees otherwise payable to you under this Agreement and/or terminate this Agreement.
17. UNSUITABLE ACTIVITIES. You may not participate in unsuitable activities.  By participating in the PCI Program, you agree that you will not engage in any such activities and you agree to be bound by the Agreement and our decisions, which shall be final and binding in all respects. Unsuitable activities include, but are not limited to the following:
    • The promotion of sexually explicit materials.
    • The promotion of violence.
    • The promotion of discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
    • The promotion of illegal activities.
    • Any violation of the intellectual property rights of OmegaJam or our Licensors.
    • Falsifying personal information in PCI’s application.
    • Engaging in any type of financial fraud including unauthorized use of credit instruments in relation to PCI’s participation in the Program.
    • Any violation of this Agreement.
    • Manipulating the Platform or our systems through unauthorized methods such as automated scripts, bots, or other automated means.
    • Using automated means (including but not limited to harvesting bots, robots, parser, spiders or screen scrapers) to obtain, collect or access any information on the Platform or of any our members for any purpose.
    • Tampering with the administration of the Platform or trying to in any way tamper with the computer programs or any security measure associated with the Platform.
    • Obtaining our member information and spamming them.
    • Abusing the Platform in any way.
18. FURTHER RESTRICTIONS. In addition to the Restricted and Unsuitable Activities set forth above, you also agree to the following restrictions:
    • Misrepresentation. You may not in any manner misrepresent or embellish the relationship between you and us, or express or imply any relationship or affiliation between you and us or any other person or entity associated with us except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).
    • Damaging or Interfering with the Website. ANY ATTEMPT BY YOU TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF ANY CONTEST, GAME OR OTHER COMPETITION IS A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.
    • Federal and State Laws. You must also obey all federal, state, and local laws, regulations and rules that apply to your activities through the PCI Program. We reserve the right to terminate your Account if you or your Account is used to engage in illegal activity or to violate this Agreement.
    • Lawful Use of Content. You acknowledge and agree that you will: (a) use any data, graphics, images, text, or other information obtained by you from us or the Platform in connection with this Agreement (“Content”) only in a lawful manner and only in accordance with the terms of this Agreement; (b) not modify or alter any Content that consists of a graphic image, other than to resize it; (c) not edit any Content that consists of text, other than to shorten its length; (d) not sell, redistribute, sublicense or transfer any Content; (e) not use any Content in a manner intended to send sales to any site other than the Platform; and (f) promptly delete any Content that is no longer displayed on the Platform or that we notify you is no longer available for your use.
    • Monitoring of PCI Program. Unless otherwise specified, there is no requirement or expectation that we will monitor or record any online activity on the PCI Program, including communications. However, we reserve the right to access and/or record any online activity on PCI Program and you give us your express consent to access and record your activities. We reserve the right to remove any Content from the Platform at our sole discretion. We have no liability for your or any third party’s violation of this Agreement.
    • Our Rights. You further acknowledge that the forfeiture and/or return of any earnings from the PCI Program shall in no way prevent us from pursuing criminal or civil proceedings in connection with such conduct.  In addition to any other legal or equitable remedy, we may, without prior notice, immediately revoke any or all of your rights granted hereunder. In such event, you will immediately cease all access to and use of the Platform. We may revoke any password(s) and/or account identification issued to you and deny you access to and use of the Platform. Any such action shall not affect any rights and obligations arising prior thereto. All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
    • Communication and Disclosure. You acknowledge, consent and agree that we may access, preserve and disclose your account information and content if required to do so by law or in a good faith believe that such access, preservation, or disclosure is reasonably necessary: (i) to comply with legal process; (ii) to enforce this AA; (iii) to respond to claims that any content violates the rights of third parties; (iv) to respond to your requests for service; or (v) to protect the rights, property, or personal safety of us, our users and the public.
19. INTELLECTUAL PROPERTY. Except as otherwise set forth herein, all right, title and interest in and to all registered and unregistered trademarks, service marks and logos; patents, patent applications, and patentable ideas, inventions, and/or improvements; trade secrets, proprietary information, and know-how; all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software, scripts, graphics, photos, sounds, videos, interactive features and the like; and all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Platform identified herein (“OmegaJam Intellectual Property Rights”) are owned by us or our licensors, and you agree to make no claim of interest in or ownership of any such OmegaJam Intellectual Property Rights. You acknowledge that no title to the OmegaJam Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied. To the extent that you create any Derivative Work (any work that is based upon one or more preexisting versions of a work provided to you, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted) such Derivative Work shall be owned by us and all right, title and interest in and to each such Derivative Work shall automatically vest in us. We shall have no obligation to grant you any right in any such Derivative Work.
20. CONTENT. “Content” of the Program includes software, technology, market data, text, forum posts, chat posts, profiles, widgets, messages, links, emails, music, sound, graphics, pictures, video, code, and all audio visual or other material appearing on or emanating to and/or from the Program and its Website, as well as the design and appearance of the Platform. Content includes User-generated Content (“UGC”). Content includes but is not limited to Account personas, forum posts, profile content and any other Content contributed by PCIs, Prize Sponsor and other related parties.   All Content is owned by us.
    • You may not copy or download any Content from the Program or Website unless you are expressly authorized to do so. In addition, unless expressly authorized by us, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, rent, sub-license, decompile, disassemble, reverse engineer or otherwise make unauthorized use of Content. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to Content. Your rights are subject to your compliance with this AA.
    • We reserve all right, title and interest in all Content and all associated copyrights, trademarks, and other intellectual property rights therein that are not expressly granted to you in this AA. Your permitted use of Content described above is limited by its intellectual property rights and does not include any rights to other patents or intellectual property. Making unauthorized copies or distribution of Content found on Program may result in the termination of your Account, prohibition on participation in the PCI Program, and further legal action. Content owners may take criminal or civil action against you for unauthorized use of intellectual property. You agree to indemnify and hold us harmless from any unauthorized or illegal conduct by you, or through the use of your Account, or your participation in the PCI Program.
    • We do not guarantee that any Content will be available at all times, in all countries and/or geographic locations, or at any given time or that we will continue to offer particular Content for any particular length of time. we reserve the right to change and update Content without notice to you. 
21. RULES OF CONDUCT. You may violate the Agreement if, as determined by us in our sole discretion, you:
    • Post, transmit, promote, or distribute content that is illegal.
    • Harass, threaten, embarrass, spam or do anything else to us, an OmegaJam Member, Prize Sponsor or other PCI that is unwanted, such as repeatedly sending unwanted messages or making personal attacks or statements about race, sexual orientation, religion, heritage, etc.
    • Organize, effectuate or participate in any activity, group, guild that is harmful, abusive, hateful, racially, ethnically, religiously or otherwise offensive, obscene, threatening, bullying, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, encourages conduct that would violate a law or in a reasonable person’s view, objectionable and/or inappropriate. Hate speech is not tolerated.
    • Use abusive, offensive, or defamatory screen names and/or personas.
    • Engage in disruptive behavior in chat areas, Competition areas, forums, or any other area or aspect of the Program. Disruptive behavior includes but is not limited to conduct which interferes with the normal flow of Competition play or dialogue within a Service. Disruptive behavior shall also include, but not be limited to, commercial postings, solicitations and advertisements.
    • Disrupt the flow of chat in chat rooms with vulgar language, abusiveness, hitting the return key repeatedly or inputting large images so the screen goes by too fast to read, use of excessive shouting [all caps] in an attempt to disturb other users, “spamming” or flooding [posting repetitive text].
    • Impersonate another person (including celebrities), indicate falsely that you are an OmegaJam employee or a representative of OmegaJam, or attempt to mislead users by indicating that you represent us or any of our Partners, Prize Sponsors or other PCIs.
    • Attempt to get a password, account information, or other private information from anyone else in the Program.
    • Upload any software or content that PCI does not own or have permission to freely distribute.
    • Violate any additional Rules of Conduct applicable to a specific Service that you are using.
    • Promote, encourage or take part in any activity involving hacking, cracking, phishing, taking advantage of exploits or cheats and/or distribution of counterfeit software and/or virtual currency/items.
    • Upload files that contain a virus, worm, spyware, time bombs, corrupted data or other computer programs that may damage, interfere with or disrupt the Program.
    • Post messages on the Platform for any purpose other than promoting your activity in the Program, including non-Program related advertising or promotional messaging, chain letters, pyramid schemes, or other commercial activities.
    • Use or distribute unauthorized “auto” software programs, “macro” software programs or other “cheat utility” software program or applications.
    • Use any Competition hacking/altering/cheating software or tools.
    • Modify or attempt to modify any file or any other part of the Program that OMEGAJAM does not specifically authorize you to modify.
    • Post or communicate any OmegaJam member’s real-world personal information using the Program.
    • Attempt to interfere with, hack into or decipher any transmissions to or from the servers of the Program.
    • Use and communicate exploits and/or cheats.
    • Interfere with the ability of others to participate in the Program or take actions that interfere with or materially increase the cost to provide the OmegaJam Platform for the enjoyment of all its members.
    • Conduct any activities that violate the laws of any jurisdiction including but not limited to copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, stalking, fraud and the distribution of counterfeit software.
    • Post or transmit unsolicited, non-Program related advertising, promotional materials or other forms of solicitation in the forums.
    • Abuse or exploit bugs, undocumented features, design errors or problems in the OmegaJam Platform.
22. THIRD-PARTY SERVICE PROVIDERS. We use third party service providers, data providers, vendors, and licensors to assist us in providing the PCI Program (each, a “Third-Party Service Provider”). You hereby consent and authorize us to delegate the authorizations you provide to us to our Third-Party Service Provider(s) as we deem necessary or desirable to provide the PCI Program to you.
23. LICENSED DATA. We have been granted licenses to provide, through the Platform, certain data by our licensors. Your use of the Licensed Data is entirely at your own risk and it is your sole responsibility to evaluate the accuracy, completeness and usefulness of the data. All forms of sub-licensing, reselling, republication or other form of distribution, including internet posting, electronic mailing, faxing, archiving in a public database, redistributing via a computer network, or in a printed form, to third parties of any licensed data are strictly prohibited.
    • Our licensors or their licensors are the sole and exclusive owners of all right, title and interest, including trademarks, copyrights, patents, trade names, trade secrets and other intellectual property rights, in the licensed data. All rights reserved. You may not copy, modify, adapt, reproduce, translate, reverse engineer, decompile, disassemble, sublicense or assign any aspect of the licensed data delivered or accessed via this PCI Program. You may not use, adopt or attempt to register anywhere in the world, whether alone or together with any other mark, symbol, or name, any licensor’s trade name or mark or service name or mark that is similar or confusingly similar to the licensor’s trademarks.
    • Our licensors are expressly intended third party beneficiaries of this agreement with full authority to enforce its rights against you hereunder.
    • We may deny you access to all or part of this service without notice if you engage in any conduct or activities that we or our licensors in their sole discretion believe violates applicable law or any term of this agreement.
    • Additionally, under no circumstances shall us, our licensors or their PCIs be liable for any general, direct, indirect, incidental, special, punitive or consequential damages that result in any way from your use, non-use or reliance upon the licensed data, or that result from mistakes, omissions, interruptions or deletions of files, errors or defects in the licensed data, delays in operation, transmission or failure of performance. If you are dissatisfied with any licensed data, your sole and exclusive remedy is to discontinue using the licensed data.
24. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL WE, OUR PCIS, LICENSORS AND CONTRACTORS (INCLUDING, BUT NOT LIMITED TO, THIRD-PARTIES SERVICE PROVIDERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF OMEGAJAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO, CLAIMS, LOSSES AND DAMAGES THAT MAY RESULT FROM THE USE, INCONVENIENCE, DELAY OR LOSS OF USE OF THE INFORMATION OR FOR OMISSIONS OR INACCURACIES IN THE INFORMATION. AS A CONDITION TO ACCESSING OR RECEIVING THE DATA OR INFORMATION OR USING THE PROGRAM. YOU EXPRESSLY AGREE TO WAIVE ANY CLAIM YOU MAY HAVE AGAINST US, OUR LICENSORS, PCIS, AND ANY THIRD-PARTY SERVICE PROVIDER IN TRANSMITTING ANY DATA OR INFORMATION TO YOU OR IN PROVIDING THE PCI PROGRAM. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. 
25. DISPUTE RESOLUTION BY BINDING ARBITRATION. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement and good faith negotiations which shall be a condition to either party initiating a lawsuit.  As a condition of participating in the PCI Program, you agree that:
    • Any and all disputes, claims, and causes of action arising out of or connected with the PCI Program shall be resolved by arbitration under the International Arbitration Rules of the American Arbitration Association.
    • Any and all claims, judgments and rewards shall be limited to actual out-of-pocket costs incurred, including costs associated with participating in the Program, but in no event attorneys’ fees.
    • You hereby waive all rights to claim, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and waive any and all rights to have damages multiplied or otherwise increased.
    • Arbitration shall be initiated in Marion County, Indiana, United States of America and PCI agrees to submit to the personal jurisdiction of any federal or State court in Marion County, Indiana, in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
26. ELECTRONIC DOCUMENTS. We may, in our sole discretion, seek your consent to the terms and conditions of this Agreement and certain other agreements on the Platform by means of an electronic signature by requesting you to affirmatively “click” on boxes containing the words “I Accept,” “I Agree” or other similar phrases (collectively, “Acceptance Terms”). If you “click” on the Acceptance Terms, your “click” will be deemed a legally binding electronic signature. you acknowledge and agree that you will carefully review any document or web page before making such an electronic signature.
27. MISCELLANEOUS TERMS AND CONDITIONS.
    • Severability. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect.
    • Entire Agreement. You agree that this Agreement and all other rules and policies incorporated by reference in this Agreement (including, without limitation, the official rules of any competition PCI’s sponsors, the dispute policy and the privacy statement) are the entire, complete and exclusive agreement between you and us regarding our PCI Program and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.
    • Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of OMEGAJAM. The remedies of OMEGAJAM under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. 
    • Strict Performance. Our failure or the failure of any of our licensors to insist upon or enforce strict performance of any provision of this agreement shall not be construed as a waiver of any provision or right and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this agreement.
    • Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over us, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, we may immediately terminate this Agreement.
    • Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such Section 
28. RELATIONSHIP OF THE PARTIES. You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on behalf of us. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this Section.
29. INDEPENDENT INVESTIGATION. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT PCI REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE SITES THAT ARE SIMILAR TO OR COMPETE WITH YOU OR YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PCI PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.