Terms of Service
Effective as of June 19, 2023
IMPORTANT NOTICE: THESE TERMS OF SERVICE ARE A CONTRACT THAT ARE SUBJECT TO BINDING ARBITRATION AND WAIVER OF CLASS ACTIONS PURSUANT TO SECTION 9 BELOW
1. General.
A. Legal Contract.
These Terms of Service (“Terms”) are a legal contract between Game Payy, Inc., (“us” or “our” or “we”) and you (“you” and “yours”) and govern your use of our platform Game Payy (“site”) and all related websites, materials, tools, and services that we provide and, all of which collectively are referred to in these Terms as the “Services.” The Services are operated by us and offered to you for your personal, non-commercial use and entertainment. Your use of the Services (including but not limited to accessing our website) is subject to these Terms and all applicable laws. If you do not agree to these Terms, you may not use the site or the Services.
B. Agreement.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE CREATING AN ACCOUNT WITH US OR USING ANY OF OUR SERVICES. YOU CANNOT USE ANY SERVICES OR CREATE AN ACCOUNT IF YOU DO NOT ACCEPT THESE TERMS. BY CREATING AN ACCOUNT, USING ANY OF THE SERVICES, OR BY CLICKING “I ACCEPT”, YOU AFFIRMATIVELY INDICATE THAT YOU HAVE: (i) READ AND ACCEPT THESE TERMS; (ii) AGREE TO BE BOUND BY THESE TERMS; AND (iii) ARE AUTHORIZED AND ABLE TO ACCEPT THESE TERMS.
C. Arbitration, Class Action Wavier, and Dispute Resolution.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE (“CLAIM”) ARISING OUT OF OR RELATING TO THESE TERMS AND/OR OUR SITE, WEBSITE, OR ANY OTHER SERVICES MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN SECTION 9 BELOW. PLEASE READ SECTION 9 CAREFULLY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY.
D. Changes to these Terms.
We reserve the right to change, revise, or otherwise modify these Terms at any time, with or without notice. We will strive to publicize and post any such changes through various channels, but it is solely your responsibility to review and read the Terms, as they may change from time to time. Continued use of the Services and use of the site means you accept and agree to be bound by the revised Terms. We strongly suggest that you periodically review these Terms for any changes.
E. Violation of these Terms.
If you violate any of these Terms or if we believe that you have violated these Terms, we may terminate your Account with or without notice, limit or restrict your access to the Services, and you may forfeit any funds in your Account or any prizes that you may have associated with your Account. Taking any action against you listed in this paragraph does not limit our ability to take any other action permitted by law or to pursue any other legal or equitable remedies that may be available, including without limitation damages and injunctive relief.
F. Users located in the United States.
To be eligible for an Account, to use our Services, and play our site, you must: (i) be a natural person who is at least 18 years of age or older, and who is personally assigned to the email address submitted during your Account creation; (ii) have the power and ability to enter into a contract with us; (iii) be physically located within the U.S. when accessing your Account and playing the site; (iv) be physically located within a U.S. state in which use of our Services and playing the site is unrestricted by that state’s laws; and (v) at all times abide by these Terms. If you violate any of these requirements at any time, we may suspend or close your Account, prohibit your access to the Services, and you may forfeit any money associated with your accounts and any prizes. We may take these actions with or without notice.
G. Users located outside of the United States.
To be eligible for an Account, to use our Services, and play our site, you must: (i) be a natural person who is at least 18 years of age or older, and who is personally assigned to the email address submitted during your Account creation; (ii) have the power and ability to enter into a contract with us, as well as the ability to read and understand English and have read and understood these Terms in English; (iii) be physically located within a jurisdiction that does not prohibit the Services or the site and does not prohibit you from accessing the Services and playing the site; (iv) at all times abide by these Terms. If you violate any of these requirements at any time, we may suspend or close your Account, prohibit your access to the Services, and you may forfeit any money associated with your accounts and any prizes. We may take these actions with or without notice.
2. User Account.
A. Registration and Username.
To register for a user account (“Account”), you must provide a valid email address that you personally control. You will be asked to create a password and be given the opportunity to create a username. Please ensure that the username and password are kept secret, as you are responsible for all activity associated with your Account. We reserve the right, in our sole discretion, with or without notice, to reject, change, suspend, modify, or terminate your username.
B. Use of the Account.
You are the holder of the Account and are the sole person responsible for complying with these Terms. You are also the sole person entitled to the benefits associated with using the Account. You are prohibited from allowing any other person to (i) access your Account; (ii) use the Services through your Account; (iii) accept or use any prizes or other winnings. Your Account is not transferrable to any other person and may not be merged with any other account.
C. Compromised Account.
You agree to immediately notify us of any unauthorized use of your username, password, or Account, or any other security breach, whether actual, threatened, or suspected, associated with your Account or the Services.
D. Personal Location Data.
As part of providing the Services, we will collect information location from the device you are using to access the Services. You may disable location access at any time on your device; however, certain Services (such as access to the site) require us to verify location of the user, and accordingly your access may be limited or denied if we are unable to verify your location.
E. Use of Information Collected.
We may use the information you provide us (including but not limited to your email address) to send you periodic promotional materials, special announcements, and other related communications. You can opt out of these communications at any time.
3. Services.
A. Services.
We may at any time, with or without prior notice to you, (i) modify, suspend, or terminate your access to the Services (including the site) without any liability to you and for any reason (or no reason) whatsoever; (ii) interrupt access to the site and Services at any time and without liability for the purposes of maintenance, repairs, and patching.
B. Software.
To access the site and use our Services, you may be required to download certain software and associated program interfaces, license keys, and patches (“Software”) on your device. By downloading the Software, you agree and understand that periodic updates may be necessary and if you do not allow access for the purposes of updates, the Software may no longer be usable, and you may no longer be able to access the site.
C. The Site.
Description and Nature of the Site. The website provides you with the opportunity to participate in esports skill-based video game competitions against other players. Some competitions require you to pay an entry fee as a condition of participation and some offer a cash prize to the winners. ANY COMPETITION, TOURNAMENT, GAMEPLAY, OR OFFER IS STRICTLY VOID AND OF NO EFFECT IN ANY STATE, COUNTRY, OR OTHER JURISDICTION THAT PROHIBITS, RESTRICTS, OR REQUIRES A LICENSE FOR SUCH ACTIVITIES. Notwithstanding any status as a paying participant, no prize is awarded to winners who are younger than eighteen (18) years of age or participate from any Restricted Jurisdiction (as defined below) or participate from a jurisdiction where the awarding of a prize based on the participant’s results in the competition is prohibited, illegal, or otherwise restricted.
D. Your Responsibility as the User and Player.
By registering for an Account and using the site and Services, you represent and warrant to us that you have reviewed the laws of your state, country, and/or jurisdiction, and after such review, you have determined that such activities are not prohibited, restricted, or required to be licensed by any applicable law. You understand that we may rely on your representation, you are registering for an Account, using the site, and the Services at your own sole discretion and assume all associated risk. You further acknowledge and understand that you are not relying on us for any warranty or other representation regarding your compliance with applicable law, and you further acknowledge and understand that no representative of ours has the ability or the authority to make such a representation. Your ability to download the site and use the Services in your location does not mean that your activities are legal, and we make no representation that your ability to access the site and use the Services constitutes any sort of legal compliance. Further, you agree to comply with our Anti-Harassment Policy and understand that any violation of our Anti-Harassment Policy may result in suspension, closure, or revocation of your Account, forfeiture of any funds and/or prizes, and other actions against you as may be permitted by applicable law. We retain the sole and final discretion to determine whether our Anti-Harassment Policy was violated.
E. Video Game Competitions and Tournaments.
The site is an esports competition and tournament matchmaking service. We do not host any gameplay on any platform, nor do we have control over the gameplay, communication, or activity of any player. We are not responsible for the activities of any players using our site and Services and expressly disclaim any responsibility, warranty, or liability related to players’ use of our site and Services.
F. Ownership of Hardware and Software.
You agree and represent that you own the necessary hardware and software (i.e., the games) to use in connection with our site and Services, and it is your sole responsibility to ensure the proper functioning of such hardware or software. We disclaim any responsibility for any damages or other impact to your hardware or software that you may experience while using our site and Services. You agree and represent to us that you are using a fully licensed version of all software and not engaged in any hacking, spoofing, pirating, intellectual property violation, or other illegal activity when using the hardware or software.
G. Third-party Streaming Services.
Our competitions may require you to stream or broadcast your gameplay on Twitch or other comparable streaming or broadcasting services. You assume sole responsibility with respect to such streaming, registration for an account, and compliance with all applicable terms and conditions. We have no control over any streaming service, its integrity, stability, functionality, others’ (including players and spectators) interactions with you or the streaming service and make no representations or warranties with respect to the same. We are not affiliated with Twitch, any related company, or any other streaming service.
H. Release of Rights in Stream or Broadcast.
Unless otherwise agreed to in an express separate writing signed by you and us, using our Services and our site, including the streaming or broadcast of any gameplay, you grant us a worldwide, perpetual, non-exclusive license to use, record, rebroadcast, and otherwise utilize any portion of such stream or broadcast for our promotional efforts, internal record keeping, compliance, and any other purpose. You agree to waive all copyright, trademark, intellectual property, privacy, and other rights and claims you may have against us related to your gameplay, stream, or broadcast.
I. Account Funding and Fees.
You may add funds to your Account by making payment via an authorized payment method. We have the sole right to determine acceptable payment methods and to impose conditions, including additional fees, for the use of certain payment methods. Upon confirmation of payment, your Account will be credited with the amount of money you have paid. You may use the money deposited solely for the payment of entry fees for applicable competitions. Entry fees are payable in U.S. dollars, or cryptocurrency. All entry fees are deemed prepaid and are a prerequisite to your participation in any competition. All entry fees paid to enter a competition are final and you are not entitled to a refund of those entry fees for any reason. Any funds that were deposited to your Account, but not used to pay for entry fees may be withdrawn upon request if you have entered at least one (1) competition. Withdrawal requests are subject to our verification and due diligence process, and we reserve the right to seek any additional information from you before approving your withdrawal request in compliance with all applicable laws (including anti-fraud and anti-money laundering laws). Once the withdrawal request is approved, you will be mailed a check for the withdrawn amount to the address that you have designed as part of the Account registration process.
J. Prizes.
The winners of various competitions may be awarded cash/crypto prizes. The amount of the prize is disclosed to the players and predetermined ahead of the start of each competition. Once a competition concludes, we will conduct an internal review to ensure fairness and technical soundness. Once our verification process concludes, and subject to our right to request additional information and these Terms, we will notify the winners and issue them their prizes via check mailed to the address that they have designated as part of their Account registration process or other payment method as may be agreed to by you and us.
K. Taxes.
If you are a United States resident, we may send you an IRS Form W-9 and 1099-MISC or other appropriate form if your prizes total $600 or more in any given calendar year. Depending on the state in which you reside, we may also send you additional federal or state tax forms. Without limiting the foregoing, we may withhold from your prizes any amount required to be withheld by applicable laws, including amounts due in connection with your failure to complete relevant tax documentation, but always you remain solely responsible for paying all federal, state and other taxes in accordance with all applicable laws in your state, country, and jurisdiction.
L. Bonus and Promotional Funds.
As part of our promotional efforts, we may from time-to-time issue bonuses or promotional funds that may be used for payment of entry fees. These bonus or promotional funds cannot be withdrawn, transferred, or converted into cash or any other asset for any reason. We reserve the right to set rules for the use of such bonus or promotional funds, including expiration dates. If you have any bonus or promotional funds associated with your Account at the time that you request a withdrawal of funds from your Account, you agree to forfeit all such associated bonus or promotional funds.
M. Inactive Accounts and Closure.
No maintenance fee will be assessed on any Account that is inactive (you have not entered any competitions in the past 6 months) however, we retain sole discretion to determine when and if to terminate any inactive accounts.
N. Additional Information, Withholding, and Forfeiture.
We reserve the right, in our sole discretion, to request additional information from you before issuing a prize. Such additional information may be personally identifying information, such as your name, address, and social security number, to enable us to comply with our obligations under applicable tax laws. If you do not or refuse to provide the requested information, any prizes that you may have won will be forfeited. Additionally, we reserve the right to review each competition, verify your information and the information that you have provided, and conduct all due diligence that we may deem necessary before issuing your prize. The time that the review and verification process vary on a case-by-case basis and shall be conducted in our sole discretion with no obligation or liability to you. If we determine, in our sole discretion, that the fairness or integrity of the competition was compromised, there was a technical issue, malfunction, or other problem that affected the outcome, we reserve the right to cancel the competition, cancel all prizes, and refund the entry fees to all participating players. Notwithstanding this provision, any violation of these Terms by you also permits us to freeze your Account and cause you to forfeit any deposited funds or any prizes, with or without prior notice.
O. Restrictions on Use.
You may not use, copy, reproduce, or redistribute the Services, Software, or site or related or derivative products or services without our express written permission. You may not engage in, or assist others to engage in, conduct that would damage or impair our property including, without limitation: (i) copying, distributing, transmitting, displaying, performing, framing, linking, hosting, caching, reproducing, publishing, licensing, or creating derivative works from any information, software, products or services obtained from us; (ii) providing unauthorized means through which others may use Services such as through server emulators or IP spoofing programs; (iii) taking actions that impose an unreasonable or disproportionately large load on network infrastructure, or that could damage, disable, overburden or impair our Services or site; (iv) interfering with any other party’s use and enjoyment of Services and/or site (including cheating); and/or (iv) attempting to gain unauthorized access to third party accounts, the Service, Software, or the site.
P. Restrictions on Participation.
By entering a competition within the site, players agree to be bound by these Terms and our decisions and interpretations with respect thereto, which shall be final and binding in all respects. We, in our sole discretion, may disqualify any entrant from a competition, refuse to award benefits or prizes and require the return of any prizes, if a player engages in conduct or otherwise utilizes any information that we deem to be improper, unfair, or otherwise adverse to the operation of the site or is in any way detrimental to other players. These Terms further prohibit entering a competition if the entrant is:
Our employee or an immediate family member of such employee.
Accessing or has had access to any pre-release, confidential information or other information that is not available to all other players and that provides the player an advantage in such a competition, including any information from a non-public source (“Non-Public Information “).
An employee of our sponsor, consultant, or supplier, or any other third party that has access to Non-Public Information or otherwise receives an unfair advantage in the player’s participation in a competition.
In breach of any rules or policies of the entrant’s employer regarding participation in our competitions or playing the site or accepting prize money.
Any person prohibited from participating pursuant to court order.
Any player who has knowingly received Non-Public Information that provides an unfair advantage in a competition from any person who is prohibited from entering a competition or playing the site as provided in these Terms.
Q. Other Improper Conduct.
In addition, conduct that would be deemed improper also includes, but is not limited to:
Falsifying personal information required to enter a competition, play the site, or claim a prize.
Engaging in any type of financial fraud including unauthorized use of credit instruments to enter a competition, play the site, or claim a prize.
Colluding with any other individual(s) or engaging in any type of syndicate play.
Any violation of these Terms.
Using a single Account to participate in a competition on behalf of multiple entrants or otherwise collaborating with others to participate in any competition or playing the site (except as may be expressly permitted by the specific competition, for example 2v2 or 3v3 team-based play).
Using automated means (including but not limited to scripts and third-party tools) to interact with our Services, Software, or site in any way.
Using automated means (including but not limited to harvesting bots, robots, parsers, spiders, or screen scrapers) to obtain, collect or access any information from our Services, Software, or site or other players.
Any type of bonus abuse or abuse of any other offers or promotions.
Tampering with the administration of a competition or trying to in any way tamper with the computer programs or any security measure associated with a competition.
Obtaining other players’ information and spamming other players; or
Abusing or misusing our Services, Software, or site in any way. In addition to all other rights in these Terms, we may suspend, investigate, terminate, and/or ban any user who has in our sole determination and discretion breached any of these Terms. Further, we retain the sole discretion to terminate any Account for any reason or no reason at all; however, we agree to refund any funds deposited in such terminated account, unless the player has committed a breach of these Terms and has forfeited such funds in accordance with these Terms.
Q. Termination/Cancellation of Competition and Refund of Entry Fee.
We reserve the right at any time to terminate and cancel any competition for any or no reason at all. Our termination and cancellation right are absolute and may be exercised before the competition begins, during the competition, or after the competition. Players who have paid entry fees for a terminated or cancelled competition will have their entry fees refunded through a credit to their account; however, we reserve the right to refuse a refund to any player who violates these Terms.
R. No Limitation on Remedies.
Players further acknowledge that the forfeiture and/or return of any prize shall in no way prevent us from pursuing criminal or civil proceedings in connection with such conduct.
S. Waiver and Indemnification on Entry and Prize Receipt.
By entering into a competition or accepting any prize, players, including but not limited to the winner(s), agree to indemnify, release and to hold harmless us, our affiliates and agents, as well as the officers, directors, employees, shareholders, attorneys, and representatives of any of the foregoing entities (collectively, the ”Released Parties”), from any and all liability, claims or actions of any kind whatsoever, including but not limited to injuries, damages, or losses to persons and property which may be sustained in connection with participation in the competition, the receipt, ownership, use or misuse of any prize or while preparing for, participating in and/or traveling to or from any prize related activity, as well as any claims based on publicity rights, defamation, or invasion of privacy. We may, in our sole and absolute discretion, require a player to execute a separate release of claims like the one listed above in this paragraph as a condition of being awarded or receiving any prize. We are not responsible for: any incorrect, invalid or inaccurate entry information; human errors; postal delays/postage due mail; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, deletions or defects of any telephone system or network, computer online systems, data, computer equipment, servers, providers, or software (including, but not limited to software and operating systems that do not permit an entrant to participate in a competition), including without limitation any injury or damage to any entrant’s or any other person’s computer or video equipment relating to or resulting from participation in a competition; inability to access our site, or any related Services; theft, tampering, destruction, or unauthorized access to, or alteration of, entries and/or images of any kind; data that is processed late or incorrectly or is incomplete or lost due to telephone, postal issues, computer or electronic malfunction or traffic congestion on telephone lines or transmission systems, or the Internet, or any service provider’s facilities, or any phone site or website or for any other reason whatsoever; typographical, printing or other errors, or any combination thereof. We are not responsible for incomplete, illegible, misdirected, or stolen entries. If for any reason a competition is not capable of running as originally planned, or if a competition, computer application, or website associated therewith (or any portion thereof) becomes corrupted or does not allow the proper entry to a competition in accordance with these Terms or applicable rules, or if infection by a computer (or similar) virus, bug, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes of any kind, in our sole opinion corrupts or affects the administration, security, fairness, integrity, or proper conduct of a competition, we reserve the right, at its sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, extend, modify or suspend the competition, and select the winner(s) from all eligible entries received. If such cancellation, termination, modification, or suspension occurs, notification will be given.
T. Hacking.
ANY ATTEMPT BY A PLAYER OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF ANY CONTEST IS A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE; WE RESERVE THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.
U. Entries and Identity of Players.
All entries into a competition become our property and will not be acknowledged or returned. To be eligible to enter any competition or receive any prize, the player may be required to provide us with additional documentation and/or information to verify the identity of the player, and to provide proof that all eligibility requirements are met. In the event of a dispute as to the identity or eligibility of a player, we will, in our sole and absolute discretion, utilize certain information collected by us to assist in verifying the identity and/or eligibility of such player.
V. Publicity.
Participation in each competition must be made only as specified in these Terms. Failure to comply with these Terms will result in disqualification and, if applicable, prize forfeiture. Where such competition is permitted by law, all players and winners consent to the use of their name, voice, and likeness/photograph in and in connection with the development, production, distribution and/or exploitation of any competition or the site. Winners agree that from the date of notification by us of their status as a potential winner and continuing until such time when we inform them that they no longer need to do so that they will make themselves available to us for publicity, advertising, and promotion activities. We reserve the right to move and remove players from the competitions they have entered in certain situations determined by us at our sole discretion.
W. Chat.
We offer the opportunity for players to communicate via chat in the site. All such communications are monitored and recorded by us, whether they are sent privately or publicly. We reserve the right to delete messages and we reserve the right to determine (in our sole and absolute discretion) whether the policy has been violated, and the appropriate sanction for the offending party, which may include termination of the account, a permanent ban, forfeiture of all account funds and any associated prize winnings. Your use of the chat function is subject to these Terms, including but not limited to the Anti-Harassment Policy set forth below.
X. Anti-Harassment Policy.
As part of our Services, we offer players the opportunity to communicate through chat and similar functions associated with our site. We believe in a fair-play, discrimination-free, and harassment-free environment available to all and we take all allegations of misconduct and harassment seriously. We have a zero-tolerance anti-harassment policy and reserve the right to determine (in our sole and absolute discretion) whether the policy has been violated, and the appropriate sanction for the offending party, which may include termination of the account, a permanent ban, forfeiture of all account funds and any associated prize winnings. Without limitation, the following conduct is prohibited:
Use of offensive, derogatory, racist, and/or racially or ethnically charged language.
Use of sexually charged language, including language that threatens sexual violence, is demeaning towards any sex or gender, is homophobic or transphobic, and/or is otherwise targeting any sex or gender.
Hate speech and cyber-bullying.
Accusations against others in our community; and
Any overly violent, threatening, indecent, or otherwise inappropriate language that is unsportsmanlike and without place in our gaming community. While we realize that competition is exciting, we strongly believe in ensuring a safe, sportsmanlike, and civil environment for all players, regardless of their race, ethnicity, gender, sexual orientation, or any other characteristic. Keep it fun, keep it friendly, and above all remember that playing video games is supposed to be for entertainment. If you believe that you have been subjected to any inappropriate conduct, please contact us at info@gamepayy.com and provide as much information as possible, including the identities of the parties involved and any screen cap or recording of the alleged incident, so that we may properly investigate and address the matter.
4. Legal and Regulatory Compliance.
A. Gaming Laws.
You understand and agree that laws and regulations regarding payment of prizes, participation in competitions, and playing the site (“Gaming Laws”) vary between the various states in the United States and among the different countries of the world. Currently, we do not permit players to access or play any real-money entry fee competitions or receive any prizes from the following jurisdictions: Arizona, Arkansas, Louisiana, Montana, South Carolina, and South Dakota. (“Restricted Jurisdictions”). You agree that you will not access or play any real-money entry fee competitions or receive any prizes (or assist any other person in doing so) from a Restricted Jurisdiction. We do not make any representation of or guarantee that your ability to access the Services or the site (or to pay entry fees or receive prizes) from outside the Restricted Jurisdictions complies with all applicable laws. It is your sole responsibility to determine your own compliance with all applicable laws.
B. Additional Laws.
It is your sole responsibility to determine whether there are any laws that prohibit or restrict your ability to access the Services, play the site, pay entry fees, and/or receive any prizes (“Other Laws”). Even if you are not in a Restricted Jurisdiction, it is your responsibility to verify all applicable federal, state, and local laws and regulations to ensure that your activities related to the Services and the site comply with all those laws and regulations. Regardless of whether the Software permits your access, you may not access the Services or participate in the site if doing so (or if receiving any prizes) will be a violation of any law or regulation.
C. Your Representations and Warranties to Us.
In consideration of accessing and/or using the Services (including the site), you represent and warrant that: (i) You have the right, capacity, and authority to agree to and to be bound by these Terms, to register for an Account, and to play the site and participate in related competitions; (ii) You will comply with these Terms; (iii) All of the information that you provide to us at the time of Account registration and as we may request from time to time is accurate and complete to the best of your knowledge, and you will promptly notify us in writing of any inaccuracies or incompleteness; and (iv) you are located in a jurisdiction (whether state, territory, or country) where it is not unlawful for you to access the site or the Services, and you may otherwise use the Services and play the site without violating any applicable federal, state, local, or other law or administrative regulation.
D. Illegal Use.
You agree that you will not engage in, attempt to engage in, or assist others engaging in any illegal or unlawful conduct related to or utilizing the Services, Software, or the site, including but not limited to fraud, cheating, hacking, tampering, or any other conduct in violation of applicable civil or criminal laws.
E. AML/KYC Compliance and Verification Policies.
Before withdrawal of any funds from your Account, we will require you to verify your identity through one of our identity verification methods, which we may designate and change in our sole discretion from time to time.
(i) You may verify your identity by providing us with a picture of yourself holding your drivers’ license, passports, or other similar government document.
(ii) We may also require you from time to time to execute documents, including affidavits of identity, to ensure and verify your identity and compliance with our policies.
E. Indemnification.
You agree that you will, at your own cost and expense, indemnify and hold us and our directors, officers, employees and agents harmless from and against any and all claims, disputes, liabilities, judgments, settlements, actions, debts or rights of action, losses of whatever kind, and all costs and fees, including reasonable legal and attorneys’ fees, arising out of or relating to (A) your breach of these Terms; (B) any or misuse of your Account, the Software, the Services, and the site by any person including yourself; (C) your violation of any applicable laws; and/or (D) your negligence, misconduct, or illegal activity that results in actual or potential liability to us.
5. Licensing and Ownership.
A. User License.
Subject to these Terms, we grant you a personal, nonexclusive, limited, non-transferable, non-assignable, non-sublicensable, limited license to install and run the Software and play the site on a device owned or controlled by you, solely for the purpose of accessing and using the Services and playing the site in accordance with these Terms, and solely for so long as your Account is open. You acknowledge that you are receiving licensed rights only. You may not directly or indirectly, or authorize any person or entity to: (i) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow or assist others to create the source code of the Software, the site, or its structural framework; (ii) create derivative works of the Software or the site; (iii) use the Software or the site in whole or in part for any purpose except as expressly provided in these Terms; or (iv) disable or circumvent any access control or related device, process or procedure established with respect to the Software or the site. You acknowledge that you have access to sufficient information such that you do not need to reverse engineer the Software or site in any way to permit other products or information to interoperate with the Software. You are responsible for all use of the Software or the site that is under your possession or control.
B. Ownership.
All Services, Software, site, and related materials, all logos, symbols, expansion names and symbols, play symbols, trade dress or “look and feel”, all digital assets and those portions of the Software and Services which are our property as well as all derivative works or modifications of any of the foregoing, and all related and underlying intellectual property (including without limitation patents, trademarks, trade secrets and copyrights), are our sole and exclusive property. We reserve all rights not expressly granted herein. Except as expressly set forth herein, no right or license is granted hereunder, express, or implied or by way of estoppel, to any intellectual property rights and your use of our Services, Software, or playing the site does not convey or imply the right to do so in combination with any other information or products.
6. Disclaimers and Liability Limitations.
A. Disclaimer of Liability; No Warranty.
IN NO EVENT SHALL WE, OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, ATTORNEYS, OR REPRESENTATIVES, BE LIABLE:
FOR ANY AMOUNT GREATER THAN THE AMOUNT OF MONEY YOU HAVE DEPOSITED INTO YOUR ACCOUNT.
FOR ANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE OUR SERVICES, SITE, OR SOFTWARE OR THESE TERMS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF OURS HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF OUR GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
OUR SERVICES, SITE, AND SOFTWARE ARE PROVIDED ON AN” AS IS” AND” AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO OUR SERVICES, SITE, SOFTWARE, OF ANY PART THEREOF, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE OUR SERVICES, SOFTWARE, AND SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (a) ANY INACCURACY, DEFECT OR OMISSION OF CRYPTOCURRENCY PRICE DATA THAT MAY BE MADE AVAILABLE TO YOU THROUGH OUR SERVICES, SITE, OR SOFTWARE, (b) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, OR (c) INTERRUPTION IN ANY SUCH DATA.
B. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE ARE NOT AND WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATING TO THESE TERMS OR ANY PRODUCTS OR SERVICES, INCLUDING THE SITE, GOVERNED BY THESE TERMS.
C. Release of Game Payy, Inc.
If you have a dispute with one or more users or players related to the site (or users of the Services or Software), you release us, our affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees, attorneys, and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition to your indemnification obligations in Section 6, you agree to indemnify and hold us, our affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees, attorneys, and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of these Terms or your violation of any law, rule or regulation, or the rights of any third party.
7. Dispute Resolution.
A. General.
This Section 9 applies to any Dispute except for Disputes relating to the enforcement or validity of our intellectual property rights, which we may address through litigation or any other appropriate method without regard to this Section. The term “Dispute” means any dispute, action or other controversy between you and us concerning these Terms, the Services, the site, or any other product, service, or information we make available to you, whether in contract, warranty, tort, statute, regulation, ordinance or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law. In the event of a Dispute, you or we must give the other a Notice of Dispute, which is a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, any supporting evidence (such as communications or screenshots), and the relief requested. You must send any Notice of Dispute by U.S. Mail to Game Payy, Inc., 1750 N Bayshore Dr., Miami, FL 33132 and by email to info@gamepayy.com. We will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address, and you agree to receive any Notices of Dispute either by mail or email. The parties will strive to negotiate and attempt to resolve the dispute for a period of at least sixty (60) days (“Formal Complaint Process”). After the sixty (60) day period, either party may initiate arbitration as provided in this Section. You agree to use the Formal Complaint Process before initiating arbitration or any small claims case.
B. Arbitration.
If the Dispute is not resolved through the Formal Complaint Process, you and we agree that any dispute arising out of or relating to this Agreement or our Services, including, without limitation, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation, or any other legal theory, shall be resolved through final binding arbitration, on an individual basis (the “Arbitration Agreement”). Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class and non-representative) basis. Arbitration shall be conducted in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes (accessible at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf).This Arbitration Agreement includes, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement. All such matters shall be decided by an arbitrator and not by a court or judge.
C. Procedure.
The arbitration will be conducted by a single, neutral arbitrator and shall take place in the State of New York, telephonically, or remotely, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, and the arbitral decision may be enforced in any court. An arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. Hearings may be conducted remotely (by phone or video conferencing software) and the arbitrator may provide for submitting and determining motions on briefs, without oral argument.
D. CLASS ACTION WAIVER.
TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS OF ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
E. Attorney’s Fees and Costs.
In any Dispute, each party shall bear its own attorney fees and any related costs incurred as part of the Dispute Resolutions Process in this Section.
F. Opt Out.
You have the right to opt out of and not to be bound by the arbitration and class action waiver provisions set forth in these Terms. To exercise this right, you must send written notice of your decision to: Game Payy, Inc. 1750 N Bayshore Dr, Miami, FL 33132 and by email to info@gamepayy.com. Your notice must include your name, mailing address, and username associated with your Account, and state that you do not wish to resolve disputes with us through arbitration. To be effective, this notice must be postmarked or deposited or received by us (if sent by email) within 30 days of the date on which you first accepted these Terms unless a longer period is required by applicable law; otherwise, you will be bound to arbitrate disputes in accordance with this section. You are responsible for ensuring that we receive you opt-out notice, so you may wish to send it by a means that provides for a delivery receipt. If you opt out of these arbitration provisions, we will not be bound by them with respect to any Disputes with you.
8. Copyright, DMCA, and Other Intellectual Property Complaints.
A. General.
We respect the intellectual property of others and expect our users and players to do the same. If you believe that there has been a violation of your copyright, trademark, or any other intellectual property rights, please follow the procedures in this section to notify us.
B. Process.
We will process and investigate notices of alleged infringement and will take appropriate actions under the U.S. Digital Millennium Copyright Act (” DMCA”) and other applicable intellectual property laws. A notification of alleged copyright infringement should be emailed and addressed to Game Payy Copyright Agent at: info@gamepayy.com (Subject Line:” DMCA Takedown Request”). You may also send your DMCA request by United States Postal Service, Federal Express or United Parcel Service to: Game Payy, Inc. (Attention: DMCA Takedown Request), 1750 N Bayshore Dr, Miami, FL 33132.
C. Requirements.
In accordance with the DMCA, the notification must be in writing and contain the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest regarding which the allegation is made.
A description of the copyrighted work or other intellectual property that you claim has been infringed.
A description of where the material that you allege is infringing is located on our website or within our site, with enough detail that we may find it.
Your physical mailing address, telephone number and email address.
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law.
A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are or represent the copyright to intellectual property owner or are authorized to act on the copyright or intellectual property owner’s behalf.
D. Counter-Notice.
If you receive a notice of infringement from us, and believe that your user content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content, you may send a written counter-notice containing the following information to our Copyright agent (at the contact information set forth in subsection B above):
Your physical or electronic signature.
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled.
A statement that you have a good faith belief that the content was removed or disabled because of mistake or misidentification of the content; and
Your name, physical address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the state of Delaware, U.S.A., and a statement that you will accept service of process of that court upon the suit of the person who provided notification of the alleged infringement.
E. Our Notice to You.
If a counter-notice is received by our Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the user alleged to have committed copyright infringement, the removed content may be replaced, or access to it restored, in fourteen (14) days or more after receipt of the counter-notice, at our sole discretion.
F. Repeat Infringer Policy.
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, as may be appropriate and in our sole discretion, the Account and access of users or players who are deemed to be repeat infringers. We may also at our sole discretion limit access and/or terminate the participation of any users or players who infringe any intellectual property rights of others, whether there is any repeat infringement.
9. Third-Party Intellectual Property.
All rights are reserved to the respective owners and licensees of all intellectual property. Xbox and Xbox One and Xbox Series X are registered trademarks of Microsoft Corporation. Microsoft Corporation is not affiliated with us. PlayStation and PlayStation 4 and 5 are registered trademarks of Sony Computer Entertainment. Sony Computer Entertainment is not affiliated with us. All other trademarks and other intellectual property are the property of their respective owners. We do not make any representation, either express or implicit, of endorsement, affiliation, or association with any game system manufacturer or any game developer, distributor, or publisher.
10. Miscellaneous Provisions.
A. Entire Agreement.
These Terms are the entire agreement between you and us. There are no other agreements, and any prior agreements, arrangements, or understandings have been merged into these Terms. Our Privacy Policy is expressly incorporated into and made a part of these terms pursuant to subsection E.
B. Severability.
To the extent that any part of the Terms (including the incorporated Privacy Policy and the Staking Addendum referenced below) is found to be unenforceable or invalid by a court, the unenforceable or invalid portion shall be severed from the rest of the Terms, and the remaining Terms shall be given their full effect to the maximum extent possible and to the maximum extent permitted by law.
C. Notices to You by Email.
You agree that we may provide all notices to you via email at the email address you provide at the time of Account registration, and that all such notices shall be deemed given at the time that they are sent.
D. Assignment.
We may assign these Terms at our discretion, in whole or in part, at any time without any notice to you. You may not assign these Terms, or any license given to you by us in relation to the Terms.
E. Privacy Policy.
These Terms incorporate our Privacy Policy, as if the Privacy Policy were set forth in its entirety here. The Privacy Policy explains the policies put in place and used by us to protect your privacy as you play the site or otherwise use our Services. We receive, store, and use all information that you submit to us and all information you submit in registering for an Account and using the site, in accordance with the Privacy Policy, so please read it carefully. Like these Terms, the Privacy Policy may change from time to time, and your continued access to your Account, use of the Services and the site indicates your acceptance of the Privacy Policy as amended, and thus it is important for you to periodically access and review the Privacy Policy.
F. Staking.
We offer staking as part of our site. If you decide to participate in staking, either as a player (backed by others) or as a backer supporting player, you agree to the terms of the Staking, which is incorporated in these Terms, as if fully set forth in its entirety here. Like these Terms, Staking may change from time to time, and your continued participation in the staking aspects of the site indicates your acceptance of the Staking, and thus it is important for you to periodically access and review the Staking.