GENERAL PROVISIONS

Relationship of Parties/No Third-party Beneficiaries

Users agree that no joint venture, partnership, employment, or agency relationship exists between Users and Armchair Quarterback as a result of this Agreement or their use of the Armchair Quarterback Service. Users agree not to hold themselves out as representatives, agents, operators, distributors, or employees of Armchair Quarterback and Armchair Quarterback shall not be liable for any of their representations, acts, or omissions. Users also agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.

 

Assignment.

Armchair Quarterback may assign its rights and obligations under this Agreement and/or the Armchair Quarterback Privacy Policy, in whole or in part, to any person or entity at any time with or without the Users’ consent. Upon such assignment, Armchair Quarterback may be relieved of any further obligation hereunder. Users may not assign or delegate any rights or obligations under this Agreement or the Armchair Quarterback Privacy Policy without Armchair Quarterback’s prior written consent, and any unauthorized assignment and delegation by Users is void and ineffective.

 

Circumvention/Indemnification

Users agree that they shall not circumvent or attempt to circumvent these Terms or the Armchair Quarterback Service or otherwise interrupt or attempt to interrupt the operations of Armchair Quarterback (collectively, a “Circumvention Act”). If Armchair Quarterback determines, at its sole discretion, that Users have engaged, or attempted to engage, in any Circumvention Act, or to otherwise commit fraud with regard to the Armchair Quarterback Service, then, in such an event, Armchair Quarterback reserves the right to institute civil or criminal proceedings against such Users and to report such Users to the relevant regulatory authorities.

Users further agree to indemnify, save, and hold harmless Armchair Quarterback and the Armchair Quarterback Providers from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of their use or misuse of the Armchair Quarterback Service, any violation by Users of this Agreement, or any breach of the representations, warranties, and covenants made by Users herein. Armchair Quarterback reserves the right, at the Users’ expense, to assume the exclusive defense and control of any matter for which the Users are required to indemnify Armchair Quarterback, and Users agree to cooperate with Armchair Quarterback’s defense of these claims. Armchair Quarterback will use reasonable efforts to notify Users of any such claim, action, or proceeding upon becoming aware of it. Users agree that the provisions in this paragraph will survive any termination of their Armchair Quarterback Account or of the Armchair Quarterback Service.

 

Force Majeure

Armchair Quarterback shall not be liable for any delay or failure to perform resulting from unforeseen circumstances or causes outside its reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.