WEBSITE TERMS AND CONDITIONS AGREEMENT BETWEEN USER AND PBR

Effective Date: July 12, 2024

These Terms and Conditions of Use (“Terms,” “Terms of Use,” or “Agreement”) provide important information regarding your use of the website and the services of Merit Street Media. Inc. (“Merit Street”) and/or Professional Bull Riders, LLC (“PBR”) (collectively “PBR,” “We,” “Us,” “Our”), which include: the PBR Website (comprised of various web pages exclusively owned and operated by PBR and/or Merit Street) and mobile applications, and any subscription, purchase, transaction, or other interaction including the PBR App (collectively with the PBR Website, the “PBR Services”).

This document provides important information regarding your use of the PBR Services. You should read and understand it thoroughly prior to accessing or using the PBR Services. We also encourage you to periodically return to this page to review any changes or modifications since your last review. By your access and use of the PBR Services, you agree to be bound by these Terms. These Terms may be changed or updated from time to time, and your continued use of the PBR Services constitutes acceptance of any such changes or updates.

The PBR Services are offered to you conditioned on your acceptance, without modification, of the terms, conditions, and notices contained herein. Your use of the PBR Services acknowledges that you have read and understand these Terms and that you agree to be bound by them. If you do not agree to be bound by these Terms, you should promptly exit this Website and the PBR Services without further accessing or using any other part of the PBR Services.

LINKS TO THIRD PARTY SITES

The PBR Services may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of PBR and PBR 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. PBR is not responsible for web-casting or any other form of transmission received from any Linked Site. PBR is providing these links to you only as a convenience.

No endorsement of any Linked Site, its owners, operators, services or products is expressed or implied by any information, material or content referred to or included on or linked from or to the PBR Services.

COPYRIGHT AND TRADEMARK NOTICES:
All contents of the PBR Services are registered trade-names and trademarks of PBR and/or its suppliers. All rights are reserved and any unauthorized use of them is strictly prohibited.

Likewise, the names of actual companies and products mentioned herein may be the trade-names and/or trademarks of their respective owners. The display of trademarks or trade-names on this website does not convey or create any license or other rights in the marks or names. All rights are reserved and any unauthorized use of them is strictly prohibited.

Any rights not expressly granted herein are reserved.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the PBR Services, you warrant to PBR that you will not use the PBR Services for any purpose that is unlawful or prohibited by these Terms. You may not use the PBR Services in any manner which could damage, disable, overburden, or impair the PBR Services or interfere with any other party's use and enjoyment of the PBR Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the PBR Services.

USE OF COMMUNICATION SERVICES

The PBR Services may contain bulletin board services, chat areas, news groups, forums, communities, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), 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 or unlawful topic, name, material or information.

Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of 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 for any business purpose, 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 another user from using/enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

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

Violate any applicable laws or regulations.

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

PBR 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 PBR's sole discretion.

PBR does not control or endorse the content, messages or information found in any Communication Service and, therefore, PBR 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 PBR spokespersons, and their views do not necessarily reflect those of PBR.

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.

MATERIALS PROVIDED TO PBR OR POSTED THROUGH A PBR SERVICE

PBR does not claim ownership of the materials you provide to PBR (including feedback and suggestions) or post, upload, input or submit to any PBR Website or application, or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting PBR, its affiliated companies and necessary sub-licensees 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 the use of your Submission, as provided herein. PBR is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in PBR'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 in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

The information, software, products, and services included in or available through the PBR Services may include inaccuracies or typographical errors. Changes are periodically added to the information herein. PBR and/or its suppliers may make improvements and/or changes in the PBR Services at any time. Advice received via the PBR Services should not be relied upon for personal, medical, legal or financial decisions and you should consult and appropriate professional for specific advice tailored to your situation.

PBR and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the PBR Services for any purpose to the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided “as is” without warranty or condition of any kind. PBR and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.

To the maximum extent permitted by applicable law, in no event shall PBR 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, date or profits, arising out of or in any way connected with the use or performance of the PBR Services, with the delay or inability to use the PBR Services or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the PBR Services, or otherwise arising out of the use of the PBR Services, whether based on contract, tort, negligence, strict liability or otherwise, even if PBR 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 PBR Services, or with any of these Terms of Use, your sole and exclusive remedy is to discontinue using the PBR Services.

INDEMNITY

You agree to defend, indemnify and hold harmless, PBR, its suppliers and affiliates, and each of their officers, directors, employees and agents, including all third parties mentioned on the PBR Services, from and against any and all claims, actions, demands, including without limitation reasonable legal and accounting fees, alleging or resulting from you use of the PBR Services and the content or your breach of these Terms.

TERMINATION/ACCESS RESTRICTION

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

DISPUTES; BINDING ARBITRATION; NO CLASS RELIEF; MASS ARBITRATION

To the fullest extent permissible by law, with the exception of disputes pertaining to PBR’s intellectual property rights and certain statutory claims that, pursuant to law, are not arbitrable, any dispute of any kind between you and PBR including, without limitation, any dispute arising under these terms; your use of the PBR Services, or other interaction with PBR (including, without limitation, claims relating to PBR’s content, advertisements, pricing, and disclosures; email, SMS or other messages sent by PBR; or PBR’s collection, processing or retention of your information) (a “Dispute”) shall be resolved through binding arbitration pursuant to these exclusive dispute resolution procedures, except that you may assert claims in small claims court or seek action through government agencies.

Opt-out: You may elect to opt-out (exclude yourself) from the final, binding arbitration procedure and waiver of class and representative proceedings specified in these terms by sending a written letter to Merit Street Media Inc. at 13600 Heritage Pkwy, Suite 300, Fort Worth, TX 76177; Attn: Legal Department (the “Notice Address”), within thirty (30) calendar days of your initial agreement to these Terms. The letter must be signed personally by you or your legal guardian and specify: (1) your first and last name; (2) your mailing address; (3) your email address; and (4) your request to be excluded from the final, binding arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedures set forth above, all other provisions of these Terms shall continue to apply.

Pre-Arbitration Dispute Resolution: Whenever a Dispute arises between you and PBR, you and PBR agree to first send a written notice to the other setting forth the nature of the dispute and the relief requested (a “Demand”). You must send the Demand to PBR via certified mail to the Notice Address. PBR must send the Demand to you via certified mail to the most recent address PBR has on file for you (or by email if PBR only has an email address for you on file). A Demand (1) may be made and shall seek to resolve a Dispute only on an individual basis; (2) shall state the entire basis for the Dispute (including the details about the Dispute sufficient for the recipient to review and respond) and the date that the Dispute arose; (3) shall provide the individual claimant’s full name, phone number, and email address to confirm their identity and to aid communication; and (4) shall be personally signed by the individual claimant or for PBR by its authorized representative (and not only their counsel). Within twenty (20) business days of receipt of a Demand, the recipient may request an individualized video or telephone conference to attempt in good faith to resolve the Dispute which both you and PBR will personally attend (with counsel, if represented). You and PBR agree that you and PBR will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, twenty (20) business days after the individualized conference is completed. Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating any lawsuit or arbitration. This procedure is essential to providing each of us a meaningful opportunity to resolve disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while you and PBR engage in the process set forth above. A court of competent jurisdiction may enjoin the filing or prosecution of a lawsuit or arbitration if these requirements have not been met.

Arbitration Procedure: If the Dispute stated in the Demand is not resolved to your or PBR’s satisfaction within the time periods set forth above for Pre-Arbitration Dispute Resolution and you or PBR intend on taking legal action, you and PBR agree that you or PBR shall file a demand for arbitration with JAMS. The arbitration will be conducted by a single arbitrator with JAMS under its Comprehensive Arbitration Rules and Procedures then in effect subject to the Mass Arbitration provisions below. The JAMS Comprehensive Rules and Procedures are available at https://www.jamsadr.com/rules-comprehensive-arbitration/. You or PBR may choose to have the arbitration based only on written submissions or to attend in-person, by telephone or video conference. The arbitration will be kept confidential except as may lawfully be required, such as disclosures required to confirm an award in court. If in person, the arbitration shall be held in the county in which you reside or at another mutually agreed location.

Payment of all fees will be governed by the JAMS rules. Either you or PBR may seek attorneys’ fees and costs in arbitration if the arbitrator determines the claims are frivolous. ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION unless the Mass Arbitration provisions set forth below are triggered. NEITHER YOU NOR PBR MAY ACT AS A PRIVATE ATTORNEY GENERAL OR CLASS REPRESENTATIVE, NOR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, WITH RESPECT TO ANY DISPUTE.

Mass Arbitration: If, at any time, 25 or more claimants (including you) submit Demands or seek to file demands for arbitration raising similar claims against PBR, and such circumstances meet the definition and criteria of Mass Filings (“Mass Filing”) set forth in National Arbitration & Mediation’s (“NAM”) Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules,” available at https://www.namadr.com/resources/rules-fees-forms/), you and PBR agree that the JAMS shall not serve as arbitrator and that instead NAM shall administer any Mass Filing claims and the NAM Mass Filing Rules in effect at the time such claim is filed shall apply as modified below. You agree that throughout this process, the parties’ counsel shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Filing. You acknowledge and agree that your election to participate in a Mass Filing may result in a delay in the adjudication of your dispute with PBR. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth below.

Stage One: Counsel for the claimants and counsel for PBR shall each select 15 claims per side (30 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and PBR will pay the mediator’s fee.

Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for PBR shall each select 20 claims per side (40 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and PBR will pay the mediator’s fee.

Stage Three: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for PBR shall each select 25 claims per side (50 claims total) to be filed and to proceed in individual arbitrations as part of a third staged process, subject to any procedural changes the parties agreed to in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. Following this third set of staged proceedings, counsel for claimants may elect to have the parties participate in a global mediation session of all remaining claims with a retired federal or state court judge.

If your Claim is not resolved as part of the staged process identified above, either:
Option One: You and we may separately or by agreement, opt out of arbitration and elect to have your Claim heard in court consistent with these Terms. You may opt out of arbitration by sending us your individual, personally signed notice of your intention to opt out by certified mail addressed to the Notice Address. Such an opt-out notice must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage 3 or the elective mediation associated with Stage 3. We may opt your Claim out of arbitration by sending an individual, personally signed notice of our intention to opt out to your counsel within 14 days after the expiration of your 30-day opt out period. Counsel for the parties may agree to adjust these deadlines.

OR

Option Two: If neither you nor we elect to have your Claim heard in court consistent with Option One, then you agree that your Claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 200, then 200 claims shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 200, then all of those claims will be filed and proceed in individual arbitrations. Any remaining claims will not be filed or be deemed filed in arbitration, nor will any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 200 claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsel for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with NAM (including through a Procedural Arbitrator, as such term is used in the NAM Rules) to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims.

A court of competent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your Claim, and a court of competent jurisdiction determines that they are not enforceable as to your Claim, then your Claim will proceed in a court of competent jurisdiction consistent with these Terms.

You and we agree that each party values the integrity and efficiency of arbitration and wishes to employ the process for the fair resolution of genuine and sincere disputes between the parties. You and we acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Filing procedures have been reasonably designed to result in an efficient and fair adjudication of such cases. If any part of this Mass Arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the NAM rules, then the balance of this Mass Arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein unless the lack of such provision would lead this Mass Arbitration provision to fail of its essential purpose.

In the event of an exercise of an opt out of binding arbitration as provided above, all such Disputes shall be exclusively brought in the state or federal courts of Orange County, California. You agree and consent to waive all defenses of lack of personal jurisdiction and forum non conveniens (i.e., inconvenient forum) with respect to venue and jurisdiction in the state and federal courts of Orange County, California. You consent to exclusive jurisdiction and venue in these courts.

LIMITATION OF ACTIONS

You agree that any and all Disputes shall be brought by you within one (1) year after the claim arises, except to the extent a longer period is required by applicable law.
This section of these terms will survive the termination of the Services and/or the relationship with you and PBR.

CHOICE OF LAW & GENERAL PROVISIONS

To the maximum extent permitted by law, this agreement is governed by the laws of the State of California Use of the PBR Services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

For International Users: The PBR Services are controlled, operated and administered by PBR from its offices within the United States of America. PBR makes no representation that PBR Services are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. You may not use the PBR Services or export materials derived from the PBR Services in violation of U.S. export laws and regulations. If you access the PBR Services from a location outside of the United States, you are responsible for compliance with all local laws. These Terms of Use shall be governed by the laws of the State of California, U.S.A. without giving effect to its conflict of laws provisions.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and PBR as a result of this agreement or use of the PBR Services. PBR’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of PBR’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the PBR Services or information provided to or gathered by PBR with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and PBR with respect to the PBR Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and PBR with respect to the PBR. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

MODIFICATION OF THESE TERMS OF USE

PBR reserves the right to change the terms, conditions, and notices under which the PBR Services is offered, including but not limited to the charges associated with the use of the PBR Services. If we make a material change to the terms, we will notify you by posting a notice on the PBR Services. It is your responsibility to periodically access these Terms and review them for any changes or modifications.

If you are a subscriber to the PBR Services, we will also send an email to the email address you most recently provided to us prior to the material change taking effect. Any material change to these terms shall be effective automatically 30 days after the revised terms are first posted to the PBR Services, except that for users who register or otherwise provide opt-in consent during this 30-day period, the terms shall be effective as to those users at the time of registration or consent, as applicable.

As soon as the terms are accepted by you, any changes to these terms or any additional terms posted on the PBR Services shall apply retroactively to any use or claims that arose or were raised prior to the posting of such terms, except to the extent prohibited by applicable law. 

The date that these terms were last modified can be found at the beginning of these terms. If you do not agree with a change to the terms, your sole remedy is to not access or use the PBR Services. If you continue to access or use the PBR Services after we change the terms, you accept the new terms and are bound by the new terms.