Effective Date: July 31, 2012

The National Football League ("we", "NFL" or "Company") may, from time to time, offer users of Audio Pass (the "Service") the opportunity to refer friends to try the Service ("NFL Audio Pass Referral Program" or "Program"). We reserve the right to terminate the Program at any time for any reason. The Program is administered on our behalf by Extole, Inc., 625 2nd Street, Suite 101, San Francisco, CA 94107 ("Service Provider").

Users (defined below) are bound by these Terms and Conditions by participating in the Program. By participating in the Program, Users agree to use the Program in the manner specified in these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety you are not authorized to register as a Referrer (defined below) or participate in the Program in any manner. Users may not participate in the Program where doing so would be prohibited by any applicable law or regulations.

We reserve the right to modify or amend at any time these Terms and Conditions and the methods through which Rewards are earned. We reserve the right to disqualify any User (defined below) at any time from participation in the Program if he/she does not comply with any of these Terms and Conditions.

Children. No part of the Program is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE PROGRAM AT ANY TIME OR IN ANY MANNER.

1. Privacy. "Users" are those individuals who participate in the Program to recommend to their friends and family services or content made available by Company. To do this, Users must necessarily submit personal information about themselves and their friends, family members or colleagues, such as name and e-mail address information, so that the Company can send these recommendations on their behalf. The personal information will be collected, processed and used in accordance with Company's Privacy Statement, which can be found at NFL.com/help/privacy. In addition, personal information may be used by Company or Service Provider, on Company's behalf, to contact Users with regards to their participation in the Program and to receive communications from Company. Users must only provide personal information about their friends and family members where their friend or family member has consented to the provision of their personal information in connection with the Program. Where a User provides personal information about his or her friends or family members to receive communications via the Program, the provided personal information will be used by the Company for sending these communications on behalf of the User only and not for any other purpose. Company may send out additional follow up communications on behalf of the User to encourage or remind the friends or family members to complete the purchase or registration process. Company shall only hold personal information about friends or family members so long as necessary for the administration of the Program.

2. How the Program Works.

Program Participation, Generally

To participate, visit audiopass.nfl.com/nflap/referprogram.jsp and follow the on-screen instructions to refer friends or family members to the Service by entering their names and email addresses in the "Refer A Friend" box. Users may refer a maximum of five (5) friends or family members during the Program. The Program ends October 29, 2012 at 11:59pm EST.

Users who refer are called "Referrers." Individuals who receive a referral are called "Referred Customers." An "eligible" Referrer who is fully compliant with these Terms and Conditions may receive "Reward(s)" for every "Qualified Referral."

Eligible Referrer

To be "eligible," a Referrer must:

  1. be a legal resident of the United States, United Kingdom, Australia or Canada;
  2. be at least 18 years old;
  3. have obtained the consent of the Referred Customer to provide their details, including personal information, in connection with the Program. The Referrer must not provide the contact details of any party who does not consent; and
  4. have a personal or family relationship with the Referred Customer

Employees of the Company, its Service Provider or any of its or their subsidiaries, affiliates or promotional agencies, including immediate family and household members, are not eligible.

Making a Referral

An individual must register to make a referral, but no purchase is required. Once an individual refers a friend or family member, he/she becomes a Referrer and will be provided with a unique referral link ("Personal Link") that allows the Referrer to receive credit for Qualified Referrals ("Credit"). Personal Links will be issued only to individuals. Each Referrer will also be provided with a unique and personal Company "Refer-a-Friend" page or account to view the status of his/her Qualified Referrals and manage his/her account.

Referrers must respect the spirit of the Program by only referring real individuals who meet the requirements of these Terms and Conditions and who have consented to receiving communications. Referrers cannot refer themselves. For example, a Referrer may not create multiple or fake accounts with the NFL or participate in the Program using multiple or fake email addresses or identities.

Qualified Referrals

A Qualified Referral means that all the following conditions are met:

  1. The Referred Customer completed the purchase or registration process with the Service using the Referrer's "Personal Link." If a Referred Customer purchases or registers with the Service using any other link or method, the registration will not count as a Qualified Referral and the Referrer will not earn Credit;
  2. The Referred Customer was not previously registered with the Service under any email address or alias;
  3. The Referred Customer is a) at least 18 years old; and b) has consented to receiving communications instigated by the Referrer
  4. The Referred Customer certified that he or she has a personal or family relationship with the Referrer;
  5. The Referred Customer acknowledged that the he or she was made aware that the Referrer may be entitled to a Reward if he or she registers for the Service; and
  6. Only one Qualified Referral can be earned for each Referred Customer up to a maximum of five (5) Referred Customers during the operation of the Program. Any additional or subsequent purchases made by a Referred Customer will not be Qualified Referrals.
  7. The Referred Customer must have subscribed to either the Season or Follow Your Team Service for 14 continuous days in order to qualify. Monthly and Weekly subscription packages do not qualify.
  8. The Referred Customer must have subscribed to the Service prior to the completion of the Program.

Credit for Qualified Referrals

Credit can only be awarded for Qualified Referrals.

Earning Rewards

Referrer shall receive one (1) Reward valued at Five US Dollars ($USD5.00) for each verified Qualified Referral generated by Referrer. A Referrer may not earn more than five Qualified Referrals per calendar year or more than Twenty-five US Dollars ($USD25.00) in Rewards per calendar year. Rewards may be redeemed in various forms in the Company's sole discretion. Check your NFL Audio Pass Refer-A-Friend account for details. Restrictions may apply. For example, if the Reward is in the form of a gift card, gift certificate or voucher, it may be subject to the issuer?s terms and conditions.

Verified Qualified Referrals

Rewards are subject to verification. The Company may delay a Reward for the purposes of investigation. They may also refuse to verify and process any transaction Company deems, in its sole discretion, to be fraudulent, suspicious, in violation of these Terms and Conditions, or believes will impose potential liability on Company, its subsidiaries, affiliates or any of their respective officers, directors, employees, representatives and agents. All of the Company's decisions are final and binding, including decisions as to whether a Qualified Referral, Credit or Reward is verified.

Transfer and Value of Credit and Rewards

Credit and Rewards have no monetary value and may not be redeemed for cash. Credit and Rewards are not transferable and may not be auctioned, traded, bartered or sold. Upon termination of the Program or any portion thereof for any reason, or upon cancellation of a Referrer?s NFL Audio Pass account for any reason, any unredeemed Credit and Rewards accumulated by the Referrer are forfeited.

3. Content Ownership and Use.

The online platform and the Program contain contents that include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, "Content"). As between the User and the Company, all Content is the property of the Company or its licensors and is protected under copyright, trademark, and other laws. The compilation (meaning the collection, arrangement, and assembly) of all Content on the online platform or Program is the exclusive property of the Company and is protected by copyright, trademark, and other laws.

License to You

The Company authorizes you, subject to these Terms, to access and use the online platform, Program, and the Content solely for your personal, non-commercial use. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Content on any copy you make of it.

Trade Marks

The registered or unregistered logos, product and service names are or may be trade marks of the Company or its licensors (the "Marks"). Without the Company's prior written permission, and except as solely enabled by any link as provided by the Company, you agree not to display or use in any manner the Marks.

4. Liability

By participating in the Program, Users agree to:

  1. be bound by these Terms and Conditions, the decisions of the Company and their designees (including the Service Provider), and the Privacy Policy of the Company;
  2. defend, indemnify, release and hold harmless the Company, its Service Provider and its or their respective parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the "Released Parties"), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to their participation in the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s) and/or the awarding, receipt and/or use or misuse of the Program or any Reward); and
  3. be contacted by the Company via e-mail.

Company shall not be liable for:

  1. late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, unreliable, garbled or unintelligible entries, communications or affidavits, regardless of the method of transmission;
  2. telephone system, telephone or computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors;
  3. data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials;
  4. any injuries, losses or damages of any kind resulting from acceptance, possession or use of a Reward, or from participation in the Program, that were not reasonably foreseeable to the Company at the relevant time;
  5. any printing, typographical, administrative or technological errors in any websites or materials associated with the Program; or
  6. claims, demands, and damages in disputes among Users of the Program.

The Company disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Program, and reserve the right, in their sole discretion, to cancel, modify or suspend the Program should a virus, bug, computer problem, unauthorized intervention or other causes beyond the Company's control, corrupt the administration, security or proper play of the Program.

The Company shall not be liable to any Users for failure to supply any Reward or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond any of the Released Parties' control.

The Company reserves the right to cancel or suspend the Program should it determine, in its sole discretion, that the administration, security or fairness of the Program has been compromised in any way.

Disclaimer of Warranties

USERS EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE PROGRAM IS AT YOUR SOLE RISK, THE PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS (COLLECTIVELY, "PROMISES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, PROMISES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED PROMISES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE COMPANY MAKES AND GIVES NO PROMISE THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

Limitation of Liability and Indemnification

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY, INCLUDING ANY VENDORS AND SERVICE PROVIDERS ASSOCIATED WITH OR ASSISTING IN PROVIDING THE PROGRAM, SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PROGRAM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE PROGRAM; OR (v) ANY OTHER MATTER RELATING TO THE PROGRAM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN PROMISES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT POSSIBLE BY LAW, THE COMPANY'S, INCLUDING ANY VENDORS AND SERVICE PROVIDERS, MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100 (ONE HUNDRED DOLLARS).

IN NO EVENT DOES THE COMPANY EXCLUDE OR LIMIT ITS LIABILITY IN RESPECT OF PERSONAL INJURY OR DEATH CAUSED BY ITS NEGLIGENCE, FRAUD, OR ANY OTHER LIABILITY THE LIMITATION OR EXCLUSION OF WHICH IS NOT PERMITTED BY LAW.

5. Conduct. If a solution cannot be found to restore the integrity of the Program after the occurrence of prohibited conduct, we reserve the right to cancel, change, or suspend the Program.

Prohibited Conduct, Generally

Users agree not to use the Program to:

  • Violate applicable law;
  • Infringe the intellectual property rights of the Company, its Service Provider or any third parties;
  • Stalk, harass, or harm another individual;
  • Collect or store personal data about other Users;
  • Impersonate any person or otherwise misrepresent User's identity;
  • Interfere with, disrupt or violate the Terms and Conditions or servers or networks connected to the Program; or disobey any requirements, procedures, policies, or regulations of such networks;
  • Interfere with another User's use of the Program;
  • Attempt to gain unauthorized access to the Program, other accounts, computer systems, or networks connected to the Program;
  • Transmit any file that contains viruses, worms, Trojan horses, or any other contaminating or destructive features;
  • Conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others;
  • Resell, barter, trade, auction or otherwise generate income by providing access to the Program to others;
  • Submit personal information relating to third parties to the Program without the consent of those third parties.

Bulk Distribution ("Spam")

If a Referrer provides a Personal Link to a Referred Customer by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues and family members. By submitting the email addresses, the Referrer represents that he/she has their prior consent.

Bulk email distribution, distribution to strangers, or any other promotion of a Personal Link in a manner that would constitute or appear to constitute unsolicited commercial email or "spam" in the Company's sole discretion is expressly prohibited and may be grounds for immediate termination of the Referrer's account and deactivation of the Personal Link. We have a no tolerance spam policy.

The Company has no obligation to monitor the content provided by Users; however, the Company may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program.

Each Referrer is the actual sender of the emails and must comply with applicable law. Referrers who do not comply with the law, including anti-spam laws, are obligated to indemnify the Company and its Service Provider against any liabilities, costs and expenses it incurs as a results of such spam.

Fraudulent and Suspicious Behavior

The Company may prohibit a User from participating in the Program or receiving a Credit or Reward, in their sole discretion, if they determine such User is attempting to undermine the fairness, integrity or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten or harass any other users or representatives of the Company.

Use of any automated system, script, or macro to participate is strictly prohibited and will result in disqualification.

Users may not enter with multiple or fake emails addresses or accounts, use fictitious identities or use any system, bot or other device or artifice to participate in the Program or receive a Reward.

The Company reserves the right to disqualify any User and/or cancel any Reward(s) if they find a User to be tampering with the entry process or the operation of the Program or violating these Terms and Conditions.

CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE PROGRAM. SHOULD SUCH AN ATTEMPT BE MADE, THE COMPANY RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

6. Suggestions and Submissions. The Company appreciates hearing from Users and welcomes your comments regarding the Program. Please be advised, however, that the Company does not accept or consider creative ideas, suggestions, inventions, or materials ("creative ideas") other than those that we have specifically requested. While the Company values your feedback on the Program, please be specific in your comments and do not submit creative ideas. If, despite this request, you send the Company creative ideas, the Company:

  1. Shall own, exclusively, all now known or later discovered rights to the creative ideas;
  2. Shall not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and
  3. Shall be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

7. Sign-In Credentials. To see your NFL Audio Pass "Refer-a-Friend" page or account or to use the Program, Users will need to sign in to their NFL Audio Pass account with their user name and password. Users are responsible for maintaining the confidentially of their user name and password and are fully responsible for all activities that occur through the use of them. Users agree to notify the Company immediately if they believe the confidentiality of their user name and password has been compromised or if they suspect unauthorized use of their account. Users agree that the Company will not be liable for any loss or damage arising from unauthorized use of their credentials.

8. Applicable Law. Any and all disputes, claims and causes of action arising out of or related to the Program or any prize awarded shall be resolved under the laws of the State of New York. Users expressly consent and agree to submit to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York or, for matters not susceptible of adjudication in the federal courts, the courts of the State of New York located in New York County, in all disputes arising out of or relating to the use of the Services.

9. General Terms These Terms constitute the entire agreement between Users and the Company concerning Users' use of the Program. The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties? intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect. A person who is not a party to these Terms shall have no right to enforce or receive the benefit of any of these Terms. The terms and conditions applicable to Users? use of the Service can be found at NFL.com/help/subscriptions_terms.

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