TERMS AND CONDITIONS OF USE THESE TERMS CONTAIN IMPORTANT DISCLAIMERS AND LEGAL INFORMATION 1. USER AGREEMENT RadMax, Inc. d/b/a RadMax Fantasy Sports ("RMI") maintains this Web site (the "Site") for your individual entertainment. RMI is pleased to offer you access to the Site and the ability to participate in exclusive fantasy games and other contests, sweepstakes and promotions that RMI may from time to time provide from the Site (each, a “Game” and, collectively, the "Games"), subject to these Terms and Conditions of Use (the "Terms"), the RMI privacy policy (the "Privacy Policy") and the Official Game Rules and Regulations for each Game (the "Rules" and together with the Terms and the Privacy Policy, the "Agreements"). The Agreements set forth the legally binding terms for your use of the Site and your participation in the Games. RMI may modify the terms of the Agreements from time to time without notice to you and any modification shall be effective upon the posting by RMI on the Site. You agree to be bound to any modifications to the Agreements when you use the Site or participate in any Game after any such modification is posted. It is therefore important that you review the Agreements regularly to ensure you are updated as to any modifications. BY CHECKING THE "I ACCEPT THE TERMS AND CONDITIONS OF USE" BOX INCLUDED AS PART OF THE REGISTRATION FORM, OR ACCESSING OR USING ANY PART OF THE SITE, OR PARTICIPATING IN ANY GAME, YOU EXPRESSLY AGREE AND CONSENT TO BE BOUND BY THE AGREEMENTS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENTS, YOU MAY NOT COMPLETE YOUR REGISTRATION FORM AND YOU MAY NOT ACCESS OR USE THE SITE OR PARTICIPATE IN ANY GAME. PLEASE READ THIS AGREEMENT CAREFULLY AND SAVE IT. 2. ELIGIBILITY To be eligible to participate in Games offered on the Site you must be: (i) a legal resident of one of the fifty (50) United States or Washington D.C.; (ii) at least eighteen (18) years of age or older, or the legal age required to participate in the Games in any country, state or city (collectively, your “Jurisdiction”) in which you reside and/or from which you access the Site or participate in the Games, and (iii) a Registered User of the Site (as described in Section REGISTRATION FOR SERVICES; ENTRY FEE NON-REFUNDABLE To become a “Registered User” of the Site, you must successfully complete the registration form located at http://www.radmaxfantasysports.com and pay the applicable entry fee for each Game you intend to participate in, in each case identified on the Site. You may become a Registered User of the Site at any time; provided that your chance of winning any prizes offered by RMI (as more fully described on the Site and in the Rules) with respect to any particular Game may be reduced if you fail to become a Registered User prior to the commencement of such Game. Once submitted, your entry fee becomes the sole property of RMI and will not be refunded or returned for any reason. You agree to provide true, accurate, current, and complete information about yourself as prompted during the registration process. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, RMI reserves the right to suspend and/or terminate your use of the Site and your participation in the Games. below). Employees, officers, directors, agents, and representatives of RMI and their parents, affiliates and subsidiaries, and each of their respective immediate family (defined as parents, spouse, children, siblings, and grandparents) and any person residing in the same household as such and sponsors and affiliates and advertising and promotion agencies of RMI are NOT ELIGIBLE to win any prizes offered in connection with the Games. 3. REGISTRATION FOR SERVICES; ENTRY FEE NON-REFUNDABLE To become a “Registered User” of the Site, you must successfully complete the registration form located at http://www.radmaxfantasysports.com and pay the applicable entry fee for each Game you intend to participate in, in each case identified on the Site. You may become a Registered User of the Site at any time; provided that your chance of winning any prizes offered by RMI (as more fully described on the Site and in the Rules) with respect to any particular Game may be reduced if you fail to become a Registered User prior to the commencement of such Game. Once submitted, your entry fee becomes the sole property of RMI and will not be refunded or returned for any reason. You agree to provide true, accurate, current, and complete information about yourself as prompted during the registration process. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, RMI reserves the right to suspend and/or terminate your use of the Site and your participation in the Games. As part of the registration process, you will be asked to select a user name and password. RMI may refuse to grant you a user name that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by RMI in its sole discretion. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USER NAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES (INCLUDING PURCHASES) THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING USE OF THE GAMES Each time you participate in any Game offered on the Site, you represent and warrant that: (i) you are a legal resident of one of the fifty (50) United States, Washington D.C. or Canada (excluding Quebec); (ii) you are at least eighteen (18) years of age, or the legal age required to participate in the Games in any Jurisdiction to which you are subject, whichever is higher; and (iii) the information provided to RMI in connection with becoming a Registered User is true, accurate, current and complete. All such representations and warranties are relied upon by RMI. By becoming a Registered User, you authorize RMI to make any and all inquiries as RMI in its sole discretion considers necessary to verify the information provided by you. RMI may require you to submit proof of age, identity and place of residence as it may require, at any time. RMI reserves the right to suspend and/or terminate your use of the Site and your participation in the Games where it has grounds to suspect that any of the information you have provided to RMI is untrue, inaccurate, not current or incomplete. You maintain the responsibility to promptly update your all such information to keep it true, accurate, current and complete. 5. RULES OF THE GAMES Each Game shall be conducted pursuant to the Rules established for such Game. By assenting to these Terms, using this Site and participating in the Games, you evidence your agreement with, and understanding of, the Rules, a copy of which is accessible on the Site at http://www.radmaxfantasysports.com. We reserve the right to postpone the draft for any reason to maintain the integrity of the game. 6. PRIZES AND WINNER NOTIFICATION RMI shall award prizes to the winners of such Game (the “Prize Winners”) in accordance with the Rules for such Game. Each Prize Winner will be notified by e-mail at the e-mail supplied by such Prize Winner to RMI. RMI is not responsible for and shall not be liable for a prize that is declined or undeliverable, or for any prize or prize notification that is returned as undeliverable. In any of these situations the original Prize Winner will be disqualified. Any prizes won in connection with any Game are personal to you and are not transferable to any other person. 7. USER PRIVACY RMI respects your concerns about how it may gather and/or use personal information, and RMI wants to protect your privacy. When you initially access the Site, and on occasions when you access the Site thereafter, RMI may collect certain data in addition to the data collected during registration for the Games. The Privacy Policy will govern how RMI may collect and use this data. By assenting to these Terms and using this Site, you evidence your agreement with, and understanding of, the Privacy Policy, a copy of which is accessible on the Site at http://www.radmaxfantasysports.com. 8. CONTENT The Site may contain text, images, audiovisual productions, opinions, statements, facts, articles, or other information created by RMI or by third parties ("Content"). Such Content is for your reference only and should not be relied upon by you for any purpose. The Content may not be copied, duplicated, distributed, downloaded (unless as required in order to participate in a Game), sold or otherwise exploited by you in any way, except as agreed to in writing by RMI. RMI is not responsible for the Content's accuracy and reliability. 9. USER CONTENT RMI promotes and supports active and open debate among its Registered Users through blogs, chat and/or message boards, and other portions of the Site permitting content posted by Registered Users (“User Content”). You are permitted to post User Content so long as all of your postings are done in a lawful and civil manner. Accordingly, you may not: (i) post or transmit any material that is abusive, vulgar, obscene, hateful, fraudulent, threatening, harassing, defamatory, or which discloses private or personal matters concerning any person; (ii) post or transmit any material that you do not have the right to transmit under law (such as copyright, trade secret or securities) or under contractual or fiduciary relationships (such as nondisclosure agreements); (iii) post, transmit, or link to sexually explicit material; (iv) impersonate any person, or falsely state or otherwise misrepresent your affiliation with a person or entity; (v) post or transmit any advertising, promotional materials, or other forms of solicitation including chain letters and pyramid schemes; (vi) intentionally violate any other applicable law or regulation while accessing and using the Site; or (vii) post or transmit any file that contains viruses, corrupted files, "Trojan Horses," or any other contaminating or destructive features that may damage someone else's computer. RMI may at any time, without prior notice and at our sole discretion, remove any post or terminate your membership for violating the above provisions. As stated in Section 12, you agree to indemnify RMI and hold RMI harmless from any actions, claims, proceedings, or liabilities arising out of your breach of any of the Agreements. RMI does not claim ownership of User Content; provided, however, you hereby grant RMI a world-wide, royalty-free, non-exclusive, perpetual, irrevocable, and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display your User Content and to incorporate User Content in other works in any form, media, or technology now known or later developed. 10. LINKS AND ADVERTISING From time to time, the Site will contain hyperlinks ("Links") to third party Web sites and/or banner advertising and/or sponsorships operated by or referring to third parties and their goods and services ("Advertising"). Such Links and Advertising are for your reference only, and RMI neither controls such linked Web sites or Advertising nor is RMI liable or responsible for their content. Display of such Links or Advertising on the Site does not imply or express any endorsement by RMI or any individuals or entities referred to in the Content on such linked Web sites, or of such Links or Advertising, or any association with their operators. You may direct any comments or concerns that you may have regarding any such Links or Advertising on the Site to RMI, as set forth in Section 16. You are solely responsible for any charges or obligations that may be incurred as a result of any dealings with such Web site operators or Advertisers. Other Web sites may also have a link to the Site posted on their Web site; you hereby acknowledge and agree that RMI is not responsible for the content of any such Web site or the actions of any operator of any such Web site. 11. COPYRIGHTS, TRADEMARKS AND SERVICE MARKS The Site and all materials on this Site including, without limitation, software, images, text, graphics, illustrations, logos, photographs, audio, videos and music (the "Intellectual Property") are or may be protected under United States and worldwide copyrights trademarks, service marks, patents, trade secrets or other proprietary rights and laws (collectively, “Intellectual Property Rights”) that are owned or licensed, in whole or in part, by RMI or otherwise used with permission of their respective owners. The Intellectual Property may not be manipulated, edited, reproduced, performed, republished, uploaded to or downloaded from, posted, transmitted, sold, transferred or otherwise distributed or exploited in any manner whatsoever from this Site or any other Web site owned or operated by RMI without its prior written consent, which may be withheld in RMI’s sole discretion. Any manipulation of the Site or any portion thereof or any of the Intellectual Property, or use of any of the foregoing for any other purpose constitutes an infringement of RMI’s or the respective third party owner’s Intellectual Property Rights. Any use of any portion of this Site or any Intellectual Property on any other Web site or other networked computer environment is prohibited without RMI’s prior written consent, which may be withheld in RMI’s sole discretion. You represent you are the sole author and proprietor of any information or ideas that you submit to RMI, and that no information or ideas submitted by you has been registered for copyright protection in any jurisdiction or has been previously published in any form. 12. USER INDEMNITY You agree to defend, indemnify and hold harmless, RMI and its officers, managers, agents, directors, affiliates, interest holders, stockholders, employees and content providers from any claims, actions, losses, damages, liabilities, judgments, settlements, and other costs and expenses (including attorneys' fees and disbursements) arising out of or relating to: (i) your breach or failure of your obligations under the Agreements, (ii) the placement by you of a link to the Site on any Web site or in any e-mail, or (iii) your use of the Site or participation in any activities arising from this Site, including but not limited to, the Games. Such indemnity shall include any costs and expenses incurred by RMI in any actions taken to enforce this indemnity. 13. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY ACT OR OMISSION OF OURS OR ANY OF ITS OFFICERS, MANAGERS, AGENTS, DIRECTORS, AFFILIATES, INTEREST HOLDERS, STOCKHOLDERS, EMPLOYEES OR CONTENT PROVIDERS, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF DATA, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER RMI NOR ANY OF ITS OFFICERS, MANAGERS, AGENTS, DIRECTORS, AFFILIATES, INTEREST HOLDERS, STOCKHOLDERS, EMPLOYEES OR CONTENT PROVIDERS IS LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU AGREE THAT USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. THE SITE, THE CONTENT AND THE GAMES ARE PROVIDED "AS IS," AND "AS AVAILABLE" FOR YOUR PERSONAL USE ONLY, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, SERVICES, UNINTERRUPTED ACCESS OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH RMI OR THE SITE. RMI SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: (A) ANY WARRANTIES CONCERNING THE AVAILABILITY AND ACCURACY OF CONTENT, INFORMATION, PRODUCTS OR SERVICES; AND (B) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PROCESS. NEITHER RMI NOR ANY OF ITS OFFICERS, MANAGERS, AGENTS, DIRECTORS, AFFILIATES, INTEREST HOLDERS, STOCKHOLDERS, EMPLOYEES OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR YOUR INABILITY TO GAIN ACCESS TO OR USE THE SITE OR THE CONTENT. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL IDEAS ON THE SITE OR SUBMITTED TO RMI. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU; IN SUCH JURISDICTIONS, RMI’S POTENTIAL LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN THE EVENT THAT THIS IS DETERMINED BY ANY COURT TO BE UNENFORCEABLE, YOU AGREE THAT ANY CLAIM THAT YOU BRING AGAINST RMI OR ANY OF ITS OFFICERS, MANAGERS, AGENTS, DIRECTORS, AFFILIATES, INTEREST HOLDERS, STOCKHOLDERS, EMPLOYEES OR CONTENT PROVIDERS THEREOF SHALL BE BROUGHT ONLY IN YOUR INDIVIDUAL CAPACITY, AND SUCH CLAIM SHALL NOT BE CONSOLIDATED WITH THE ARBITRATION, HEARING OR OTHER PROCEEDING (INCLUDING WITHOUT LIMITATION ANY OTHER SUIT OR CLASS ACTION) BROUGHT BY OR AGAINST ANOTHER USER OR RMI WITHOUT RMI’S EXPRESS WRITTEN CONSENT. 14. VALIDITY OF ELECTRONIC/INTERNET CONTRACTS The Agreements shall have the same meaning, force and effect as if executed by hand, and all of the laws to which a hand executed agreement are subject will govern the Agreements. A printed version of the Agreements shall be admissible in judicial or administrative proceedings based upon or relating to the Agreements to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 15. CHOICE OF LAW THE AGREEMENTS WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, APPLICABLE TO AGREEMENTS MADE AND WHOLLY PERFORMED IN THAT STATE, WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF. 16. CONTACT If you wish to contact RMI for any reason, please send your inquiries via U.S. mail to RMI’s principal place of business: RadMax, Inc. 400 Cheyenne Street, Unit A, Golden, Colorado or via e-mail to support@radmaxfantasysports.com. 17. DISPUTE RESOLUTION Every controversy or claim arising out of or relating to the Agreements or the breach thereof (a “Dispute”) shall be resolved by final and binding arbitration instituted and conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), except to the extent such rules are modified or altered by this Section 17. All arbitration hearings shall be conducted in Denver, Colorado. The statute of limitations applicable to any claim shall be determined as if such claim were being asserted in a state court in the State of Colorado, for all state law claims, and in a federal court in the State of Colorado, for all federal law claims, and such statute of limitations shall apply to preclude arbitration of any claim hereunder not brought within the applicable limitation period. The arbitrator(s) shall have the authority to award interest on any damages and to award attorneys fees and costs to the prevailing party or parties, if any, or to allocate such fees and costs as the arbitrator(s) shall determine to be equitable. A judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Notwithstanding anything herein to the contrary, any Dispute concerning whether a matter is subject to arbitration hereunder, including a Dispute caused by the refusal of a party hereto to arbitrate, shall be resolved in a judicial proceeding commenced in a state court in the State of Colorado. Further notwithstanding anything herein to the contrary, the parties reserve the right to proceed at any time in any court having jurisdiction or by self help to exercise or prosecute the following remedies, as applicable: (i) a preliminary injunction or temporary restraining order to preserve the status quo, and (ii) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of the arbitrator(s) to grant similar remedies that may be requested by a party in a Dispute. The agreement to arbitrate set forth in this Section 17 may only be enforced by the parties to these Terms and their permitted successors and assigns, shall survive the termination or breach of this Agreement, and shall be construed pursuant to and governed by the provisions of the Federal Arbitration Act, 9 U.S.C. §1, et seq. 18. MISCELLANEOUS The Agreements constitute the entire agreement between you and RMI and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and RMI with respect to the Site and the Games. Waiver of any breach or default under any provision of the Agreements shall not be effective unless it is in writing and executed by RMI, and shall not be deemed to be, and shall not be, a waiver of any subsequent or continuing breach of, or default under, such provision or of any other provision. If any provision of the Agreements is deemed invalid or unenforceable for any reason, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreements shall continue in full force and effect. You agree that the Agreements and all incorporated agreements may be assigned by RMI, in its sole discretion, to any third party. Paragraph headings are solely for the convenience of reference and shall not be given any weight or effect in the interpretation or construction of the Agreements. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of the Agreements, including without limitation this Section 18. This Agreement is in effect and was last updated on December 21, 2007.