TERMS & CONDITIONS OF SERVICE

Your Agreement with Simnasium, Inc.

Welcome to the Simansium Website, which is comprised of various web pages operated by Simnasium, Inc. (“Simnasium”). Please read these terms and conditions of use carefully before using the Simnasium Website. By using the Simnasium Website, you signify your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Simnasium Website constitutes your agreement to all such terms, conditions, and notices.

Changes to These Terms and Conditions of Use

Simnasium reserves the right to change the terms, conditions, and notices under which the Simnasium Website is offered, including but not limited to the charges associated with the use of the Simnasium Website. You are responsible for regularly reviewing these terms and conditions.

Personal and Non-Commercial Use Only

Unless otherwise specified, the Simnasium Website is for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Simnasium Website.

Membership and use of the Simnasium website is limited to individuals who are not employees, consultants, advisers of or affiliated with certain companies. By accepting this User Agreement, you warrant that your are not an employee, consultant, shareholder or affiliate of Stats LLC, Whatifsports.com, News Corporation, Strat-O-Matic, or The Sporting News.

Links To Third Party Sites

The Simnasium Website contains links to other Websites (“Linked Sites”). The Linked Sites are not under the control of Simnasium and Simnasium is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Simnasium is not responsible for webcasting or any other form of transmission received from any Linked Site. Simnasium is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Simnasium of the Linked Site or any association with its operators.

No Unlawful or Prohibited Use

As a condition of your use of the Simnasium Website, you warrant to Simnasium that you will not use the Simnasium Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices.

Simnasium makes no representation that the contents of the Simnasium Website are appropriate or legally available for use in any particular location. Those who access the Simnasium Website do so of their own volition and are responsible for compliance with local laws, if any, applicable to that activity.

You may not use the Simnasium Website in any manner which could damage, disable, overburden, or impair the Simnasium Website or interfere with any other party's use and enjoyment of the Simnasium Website. You may not access or obtain or attempt to access or obtain any materials or information from or through the Simnasium Website by any means not intentionally made available or provided for through the Simnasium Website.

Communication Services

The Simnasium Website may contain message boards, chat areas, news groups, forums, communities, personal web pages, blogs, calendars, and/or other message or communication facilities designed to enable you to communicate with other users of the website and/or the general public (collectively, "Communication Services"). You are solely responsible for the content of any communication posted by you to any Communication Service. You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent, bigoted, hateful, racially offensive or unlawful topic, name, material or information.

• Encourage or advocate illegal activity or the discussion of illegal activity with the intent to commit it.

• Impersonate any person or entity or misrepresent your identity or association with any person or entity.

• Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents.

• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.

• Advertise or offer to sell or buy any goods or services, whether or not for profit, unless such Communication Service specifically allows such messages.

• Conduct or forward surveys, contests, pyramid schemes or chain letters.

• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

• Restrict or inhibit any other user from using and enjoying the Communication Services.

• Violate any code of conduct or other guidelines which may be applicable to any particular Communication Service.

• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

• Engage in such antisocial, disruptive or destructive acts as “spamming”, “flooding”, “trolling”, “flaming” and “griefing” as those terms are commonly understood and used on the internet.

• Otherwise violate any applicable laws or regulations.

Simnasium has no obligation to monitor the Communication Services. However, Simnasium reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Simnasium reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Simnasium reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Simnasium's sole discretion.

Simnasium urges that you always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Simnasium does not control or endorse the content, messages or information found in any Communication Service and, therefore, Simnasium specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Simnasium spokespersons, and their views do not necessarily reflect those of Simnasium.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

Submissions to Simnasium

Simnasium does not claim ownership of materials you provide to Simnasium (including feedback and suggestions) or post, upload, input or submit to the Simnasium Website (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Simnasium, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their internet businesses including, without limitation, the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission and to publish your name in connection with your Submission. No compensation will be paid with respect to any such use of your Submission. Simnasium is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Simnasium's sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described herein including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

Eligibility

Employees of Simnasium (and their immediate families) and its agents, contractors, suppliers, and distributors (and their respective families), are not eligible for prizes in games which require a fee for participation. Any time a Simnasium employee participates in a league or game on the Simnasium Website they will be identified. If you choose to remain in the league or game, you are free to ask the employee questions about any of their actions during the season or game.

Prizes and Publicity

Certain games may offer prizes based on the rules for each respective game. You must be 18 years or older to participate in games which require a team fee.

Games are subject to all federal, state, and local laws. ANY PRIZE OFFER IS VOID WHERE OTHERWISE PROHIBITED OR RESTRICTED BY LAW. Entrants agree that in the event the award of prizes to winners of a Simnasium game is challenged by a legal authority, Simnasium has the sole right to determine whether or not to award such prizes and whether or not to refund previous payments made by the entrant.

Prizes are not transferable and may not be substituted. Winners are responsible for all applicable taxes on prizes received. By participating, you agree that Simnasium may use your name, image, likeness and hometown for publicity and advertising purposes without additional compensation, except where prohibited by law. Organizers and sponsors are not responsible for any damages, loss, injury, or expenses not specified herein incurred by an entrant as a result of enrolling, playing, or winning.

Disputes

Any disputes with Simnasium or other game participants must be submitted by e-mail to Simnasium at: disputes@simnasium.com. No phone calls regarding disputes will be accepted. All issues or disputes, including but not limited to league business, scoring, infractions of these terms and disputes among game participants, will be reviewed and settled by the Simnasium advisory board, whose decisions shall be final. Simnasium reserves the right to disqualify any entrant for suspected cheating or non-adherence to game or league rules or to these terms and conditions of use. Disqualified entrants’ sole remedy shall be limited to a refund of money paid to Simnasium in connection with playing the game in question.

No Waiver

Simnasium shall not be deemed to have waived any breach of these terms and conditions of use by virtue of not having taken action with respect to any previous breach(es).

Governing Law and Jurisdiction

These terms and conditions of use shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflicts of law. You agree that any action at law or equity arising out of or relating to these terms and conditions shall be filed only in the state or federal courts located in San Francisco, California, and you hereby submit to the personal jurisdiction of such courts for the purpose of litigating any such action. If any provision of these terms and conditions of use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions of use and shall not affect the validity and enforceability of any remaining provisions.

Software Available on the Simnasium Website

Software (if any) that is made available to download from the Simnasium Website, excluding software that may be made available by end-users through a Communication Service, ("Software") is the copyrighted work of Simnasium and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software not accompanied by a license agreement, Simnasium hereby grants to you, the user, a personal, non-transferable license to use the Software for viewing and otherwise using the particular Simnasium Website in accordance with these terms and conditions of use, and for no other purpose, provided that you keep intact all copyright and other proprietary notices. All Software is owned by Simnasium and/or its suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SIMNASIUM WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. SIMNASIUM AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SIMNASIUM WEBSITE AT ANY TIME. ADVICE RECEIVED VIA THE SIMNASIUM WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

SIMNASIUM AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SIMNASIUM WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SIMNASIUM AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN NO EVENT SHALL SIMNASIUM AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SIMNASIUM WEBSITE, WITH THE DELAY OR INABILITY TO USE THE SIMNASIUM WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SIMNASIUM WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SIMNASIUM WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SIMNASIUM OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SIMNASIUM WEBSITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SIMNASIUM WEBSITE.

Indemnification

You are entirely responsible for maintaining the confidentiality of your user name(s), password(s) and account(s), as well as all activities that occur thereunder. You hereby agree to indemnify, defend and hold Simnasium, its affiliates, suppliers, licensors and licensees, and their respective officers, directors, employees, owners, agents, contractors, licensors and licensees (collectively the “Indemnified Parties”) harmless from and against any and all liabilities and costs (including reasonable attorneys fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these terms and conditions of use or claims arising from in or in connection your user name(s), password(s) and account(s). You shall use your best efforts to cooperate with us in the defense of any such claims. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Termination/Access Restriction

Simnasium reserves the right, in its sole discretion, to terminate your access to the Simnasium Website and the related services or any portion thereof at any time, without notice.

Refund Policy

All purchases are final. Except as otherwise provided herein, Simnasium does not give refunds for purchases.

Patent, Copyright And Trademark Notices

The Simnasium Website contains materials that are protected by national and international copyright and trademark laws. None of the materials (including but not limited to the text, images, audio and/or video) and none of the software (including but not limited to any images or files incorporated in or generated by the software or data accompanying such software) (the "Materials") may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way or decompiled, reverse engineered or disassembled. Use or distribution of the Materials without the express written consent of Simnasium is strictly prohibited.

All contents of the Simnasium Website are: Copyright ©2007 Simnasium, Inc. and/or its suppliers. All rights reserved. Any rights not expressly granted herein are reserved. Technology used by Simnasium is patent pending.