BY PLAYING ANY OF THE FANTASY SPORTS GAMES OPERATED BY TheSMARTplayer.COM (HEREIN KNOWN AS "THE GAMES"), YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE SITE OR ENTER ANY OF THE GAMES.

RESTRICTIONS ON USAGE OF GAME
The SMARTplayer.com and WebWise Entertainment, Inc. (herein known as the "Companies") grant you, a personal, non-exclusive, nontransferable license to use the Games and all their related components, including web pages and resources such as statistics and scores (herein known as the "Site") on your computer. You will not, and your license to the Site is conditioned upon you not doing any of the following: (i) modify or translate the Site in any manner, (ii) decompile, disassemble or otherwise reverse engineer the Site (iii) create derivative works based on the Site, (iv) or reproduce the Site other than for back-up or archival purposes. You may not sell, rent, lease, grant a security interest in, or otherwise transfer rights to the Site or remove any proprietary notices or labels on the Site. You may not permit other individuals to use the Site except under the terms of this Agreement.

TERM
The license for the Site shall be effective from the date you begin using the Site until the date of termination. This license shall terminate automatically when any of the following occur: (i) WebWise Entertainment, Inc.or The SMARTplayer.com removes the Site, or (ii) you fail to comply with the limitations described herein. Further, WebWise Entertainment, Inc.or The SMARTplayer.com may terminate this license at any time by providing individual or public notice of the intent to terminate.

PROPRIETARY RIGHTS
Except for the limited license granted hereunder, the Companies retain all rights, title and interest in and to the Site, all copies thereof, and all proprietary rights therein, including without limitation copyrights, patents and trade secret rights.

The content of the Site will be protected as a "compilation" and/or "collective work" under applicable copyright law. Site content may only be used for the user's personal use, (commercial use is strictly prohibited). Any commercial use of the Site content without the prior written consent of the Companies shall be deemed a copyright violation, and WebWise Entertainment, Inc.or The SMARTplayer.com will pursue appropriate action in the event of unauthorized commercial use. Thus, you may not modify, adapt, translate, exhibit, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, reverse engineer, decompile or disassemble, or exploit the TheSMARTplayer.com content, materials, or service in whole or in part. Additionally, material whose copyright is held by a third-party, shall not be used for commercial use by a user.

WARRANTY DISCLAIMER
YOU UNDERSTAND THAT THE SITE HAS NOT BEEN FULLY TESTED OR DEBUGGED, THAT THE SITE MAY NOT PRESENTLY BE RELIABLE OR SUITABLE FOR COMMERCIAL OR OTHER USE, AND THAT COMPANIES AND THEIR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE SITE. THE SITE IS PROVIDED TO YOU "AS IS". THE COMPANIES AND THEIR LICENSORS EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL NOT INFRINGE ANY COPYRIGHT OR OTHER PROPRIETARY RIGHT OF ANY THIRD PERSON. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT OR OTHERWISE, SHALL WEBWISE ENTERTAINMENT OR THE SMARTPLAYER.COM BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY, ARISING UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, RE-RUN TIME, INACCURATE INPUT, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF THESMARTPLAYER.COM OR ITS LICENSORS SHALL HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. YOU HAVE THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF ALL DATA USED IN CONNECTION WITH THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

This Agreement constitutes the entire understanding and agreement between the Companies and you with respect to the transactions contemplated herein and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by the parties hereto. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. This Agreement shall be construed and enforced in accordance with the laws of the State of New York. The prevailing party in any action or proceeding between the parties hereto which arises out of or relates to this Agreement shall be entitled, without limiting any of its other rights or remedies, to recover its reasonable attorneys' fees and costs incurred in connection with such action or proceeding. For any questions, go to the Contact Us section of this site.

GENERAL USE
The Companies offer services and products to its users as is, with no warranties as to performance, results, or operation without interruption. By using the Games, Site and services, and/or by clicking the "YES I AGREE" tab, you hereby agree to abide by the terms and conditions set forth in this agreement, and waive any disagreement with the terms and conditions stated herein. These terms and conditions are non-negotiable, and shall be binding upon all users. Violation of any term and/or condition in this agreement will subject the user to subscription termination, and other available remedies. If you do not agree with, or cannot abide by any term and/or condition contained in this agreement please exit this site immediately.

SUBMISSIONS
The Companies will not accept ideas, concepts, suggestions, improvements, or other feedback ("Submissions") from users, which may implicate intellectual property rights of the submitting party outside those specifically mentioned on the website. Any submissions received from users will become, and remain the joint property of WebWise Entertainment, Inc. and theSMARTplayer.com. Compensation, which may otherwise be awarded to the author of such submissions, will inure solely to WebWise Etertainment, Inc. in the event a submission(s) is/are used for the benefit of the Companies.

INDEMNIFICATION
You agree to indemnify, defend, and hold harmless the Companies, its affiliates, officers, directors, employees, consultants, agents and suppliers from and against any and all claims, liability, damages and/or costs (including but not limited to reasonable attorneys' fees) arising from your use and/or misuse of the Site and the services provided herein, any violation of this agreement which results in the expenditure of money to defend, the infringement of intellectual property owned by WebWise Entertainment, Inc.and/or theSMARTplayer.com or other website or company by you or any person who uses your computer. WebWise Entertainment, Inc. and theSMARTplayer.com reserve the express right to assume the exclusive defense and control of any matter in which indemnification may be triggered.

AWARDING OF PRIZES
Cash Prizes will be awarded by certified check sent via U.S. mail. Cash and Non-cash prizes will be sent within 90 days from the date that the contest for which such prize is earned finishes. Certain cash awards may be awarded as annuities and in some instances the winner of such prize will be given the option to take the cash value of such annuity up front.

GAME START TIMES
TheSMARTplayer.com reserves the right to set the time to close any of its Games at its sole discretion. Most of the Games will close five to fifteen minutes prior to the beginning of the first actual sporting event to which such Game relates.

PLAYER VALUES
Player values for most of the Games will change as often as daily for certain of the Games based on an algorithm and in some circumstances the judgment of theSMARTplayer.com management or employees. TheSMARTplayer.com may at its sole discretion change player values before or during contests in the event of that the value is deemed in the best judgment of management as inaccurate in accordance with general policy and procedures and the Companies are not liable to you for any losses or damages suffered as a result of your reliance on player values on the Site.

REGISTRATION
TheSMARTplayer.com and WebWise Entertainment, Inc. members are limited to one account, and can establish only one user ID on the Site (Site users may not use multiple e-mail accounts to create multiple accounts). If TheSMARTplayer.com or WebWise Entertainment, Inc.discovers that a member has created more than one account, TheSMARTplayer.com or WebWise Entertainment, Inc.may at any time close any of such Site member's accounts (including such Site member's original account), and retain all funds received from such members. At the Companies discretion, such member's may be deemed ineligible to receive prizes and may have to forfeit any previous winnings.

The Companies require Site users to register for certain premium and free services. Upon request, you must provide true, accurate, and complete information to TheSMARTplayer.com and WebWise Entertainment, Inc. If TheSMARTplayer.com or WebWise Entertainment, Inc.reasonably believe that a user has provided false information that may affect the operation of the Site or the welfare of its users, or if the false information results in a business casualty, TheSMARTplayer.com or WebWise Entertainment, Inc.may terminate the account of the offending party. See number 10, "Termination". Also, the Companies may require you to submit other information for verification purposes (i.e. social security information, mother's maiden name, etc.). Such information must also be true, accurate, and complete. If the user provides false, inaccurate, or incomplete verification information, which results in any loss to TheSMARTplayer.com or WebWise Entertainment, Inc., the user's account will be immediately terminated.

PRIVACY POLICY
By registering for an account, you agree that the Companies may use your user name, Game records, and team names on the site as well as in certain e-mails for publicity purposes and agree to the terms of the Site Privacy Policy. To view the full Site Privacy Policy, click here.

MEMBERSHIP RIGHTS AND RESPONSIBILITIES
Upon registering for a membership to the Site you will be assigned the password you choose in the registration process. As a condition of membership you must keep this password confidential. You are paying for access to the Site and its premium services as described above and thus you may not allow others to use this password. The Companies employ the use of a monitoring service to ensure that its users are not allowing others to use their passwords. In the event the Companies discover any such misappropriation, TheSMARTplayer.com or WebWise Entertainment, Inc.may immediately terminate the offending user's subscription (with no refund), and reserve the right to pursue all available legal and equitable remedies.

TERMINATION AND REMEDIES
The Companies reserve the right to terminate a user's subscription/privilege to use the Site and services, without notice, whether subscription or other, in the event a user violates any term or condition contained in this agreement. The risk of termination is borne entirely by the user based on his or her actions while utilizing the Site, or when ordering products from the Site (i.e. misappropriation of passwords, untrue personal information, or fraudulent credit card information). The Companies will also terminate a user's account if a user posts or transmits any illegal content; posts content that is offensive or otherwise disruptive of the Site; or posts unsolicited advertising on the Site. The Companies reserve the right to institute its discretion in deciding whether a user has committed such an act as to warrant termination. It is not the intention of the Companies to eliminate anyone from its service, but the Companies will not tolerate fraudulent or inappropriate acts by its users. Therefore, when the Companies terminate an account NO REFUNDS will be available under any circumstances. Also, the Companies may seek other available remedies extraneous to termination, (i.e. civil penalties/fines, or criminal sanctions).

LINKS
The Site contains links to other websites located on the World Wide Web. By clicking on an "Ad Banner" or "Link" on the Site the user will be directed to a third-party website unrelated to the Companies. Once a user has "linked" to another website controlled by a third party the terms and conditions governing the Site are no longer applicable to such links. The Companies are not responsible for any third-party content, services, or transactions taking place on a link in any manner whatsoever. By agreeing to these terms and conditions you expressly disclaim any liability whatsoever for third party actions. The Companies strongly encourage users to read and evaluate the terms and conditions of third party websites that may be featured as advertisements or links on the Site.

© 2003 Pending WebWise Entertainment, Inc.

Return to TheSmartPlayer.com Home Page