1.1 Registering Your Account. In order to access the Services, you may be required to become a Registered User. For purposes of this Agreement, a “Registered User” is a user who has registered an account with PlayQ through the Services (“Account”) or has a valid account on a third-party service such as the Apple App Store, Google Play, Meta, Amazon, or other third-party platform (each, a “Third-Party Service”) through which the user has connected to or accessed the Services (each such account, a “Third-Party Service Account”).

1.2 Access Through a Third-Party Service. You may access the Services through your Third-Party Service Accounts as permitted under the applicable terms and conditions that govern such Third-Party Service Account. By accessing the Services through a Third-Party Service Account, you represent that you are entitled to grant PlayQ access to such Third-Party Service Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern such Third-Party Service Account. Depending on the Third-Party Service Accounts you choose and subject to the privacy settings that you have set in such Third-Party Service Accounts, personally identifiable information that you post to your Third-Party Service Accounts may be available on and through your Account on the Services. Please note that if a Third-Party Service Account or associated service becomes unavailable, or if PlayQ’s access to such Third-Party Service Account is terminated by the Third-Party Service, the Services will no longer be available to you on or through such Third-Party Service Account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND PLAYQ DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. You acknowledge that PlayQ, not your Third-Party Service provider, is solely responsible for the Services, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., legal compliance or intellectual property infringement). 

1.3 Registration Data. In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least thirteen (13) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by any other persons, including minors, and you will accept full responsibility for any such unauthorized use. You may not share your Account login or password with anyone, and you agree to notify PlayQ immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or PlayQ has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, PlayQ has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or Third-Party Service Account at any given time. PlayQ reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights or violates PlayQ’s Community Guidelines (as set forth in Section 4 below). You agree not to create an Account or use the Services if you have been previously removed by PlayQ, or if you have been previously banned from any of the Services.

1.4 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of PlayQ.

1.5 PlayQ Communications. By providing your email address through the Website, you agree to receive communications from us, including via email. Communications from us and our affiliated companies may include but are not limited to: updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning PlayQ and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. 

2.1 License to the App. Subject to your compliance with the Agreement, PlayQ grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use a copy of the App on a single mobile device that you own or control and to run such copy of the App solely for your own personal entertainment purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use such App Store Sourced Application (a) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of such Google Play Sourced Application on a shared basis within your designated family group.

2.2 License to the Software. Subject to your compliance with this Agreement, PlayQ grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to download, install, and use one (1) copy of the software that is made available via the Services (the “Software”) solely and exclusively for your personal and non-commercial use for gameplay on a game platform (e.g., computer, mobile device, or gaming console) that you own or control. 

2.3 Updates. You understand that the Services are evolving. As a result, PlayQ may require you to accept updates to the Software that you have installed on your computer, mobile device, or gaming console. You acknowledge and agree that PlayQ may update the Services or Software with or without notifying you. Any future release, patch, update, or other addition to the Services shall be subject to this Agreement. You may need to update third-party software from time to time in order to use the Services or Software. 

2.4 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: you shall not (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of the Services including, but not limited to, for-profit exploitation at a cybercafé, computer gaming center, or any other location-based site; (b) frame or utilize framing techniques to enclose any trademark, logo, or other parts of the Services (including images, text, page layout or form); (c) use any metatags or other “hidden text” using PlayQ’s name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Services; (f) copy, reproduce, distribute, republish, download, display, post or transmit the Services in any form or by any means, except as expressly stated herein; (g) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (h) use the Software or permit the use of the Software on more than one computer, game console, or mobile device at the same time by the same Account; (i) electronically transmit the Software from one computer, console or other platform to another or over a network; or (j) use any backup or archival copy of the Software for any purpose other than to replace the original copy in the event it is destroyed or becomes defective. The Services may include measures to control access to the Services, control access to certain features or content, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Such measures may include incorporating license management, product activation, and other security technology in the Software and monitoring usage, including, but not limited to, time, date, access, or other controls, counters, serial numbers, and/or other security devices designed to prevent the unauthorized access, use, and copying of the Software, or any portions or components thereof, including any violations of this Agreement. You may not interfere with such access control measures or attempt to disable or circumvent such security features, and if you do, the Services may not function properly. PlayQ reserves the right to monitor use of the Services at any time. 

3.1 Services. You agree that PlayQ and its suppliers own all rights, title, and interest in the Services (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Software). You agree not to remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying any Services. PlayQ, its suppliers, and its service providers reserve all rights not expressly granted to you in this Agreement.

3.2 Trademarks. PlayQ’s name and all related stylizations, graphics, logos, service marks, and trade names used on or in connection with any Services are the trademarks of PlayQ and may not be used without permission in connection with your, or any third-party, products or services. Third-party trademarks, service marks, and trade names that may appear on or in the Services are the property of their respective owners.

3.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to PlayQ through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that PlayQ has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to PlayQ a fully paid, royalty-free, perpetual, irrevocable, worldwide, and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or PlayQ’s business.

As a condition of use, you agree not to use any of the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) take any action that: (a) uses any information obtained from the Services in order to harass, abuse, or harm another person; (b) infringes, misappropriates, or otherwise violates any intellectual property right, right of publicity, right of privacy, or other right of any person or entity; (c) uses cheats, exploits, automation software, bots, hacks, mods or any other unauthorized software designed to modify or interfere with the Services, or takes advantage of cheats or exploits; (d) abuses any matchmaking features of the Services, including by “smurfing,” match throwing, “griefing,” or going intentionally idle in order to disrupt gameplay; (e) collects, harvests, solicits, or posts passwords or personally identifiable information from other users of the Services; (f) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane, or otherwise constitutes “trolling;” (g) constitutes unauthorized or unsolicited advertising, junk, or bulk email; (h) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (i) impersonates any person or entity, including any employee or representative of PlayQ; (j) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement; or (k) attempts to engage in or engages in any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services. Without limiting any of PlayQ’s remedies herein, any abuse or violation of this Section 4 may lead to temporary or permanent suspension of your Account and a ban on any further use of the Services.

5.1 License of Virtual Items. As part of the Services, you may be given the opportunity to license, with “real world” money, a limited, personal, non-transferable, non-sublicensable, revocable right to use (a) virtual currency for use in the applicable PlayQ game; and (b) virtual in-game items, content, or features (collectively, “Virtual Items”). Virtual Items have no cash value and may only be used to obtain certain features or functionalities through the Services. Virtual Items are non-transferable to another person or Account, do not accrue interest, are not insured by the Federal Deposit Insurance Corporation (FDIC), and, unless otherwise required by law or permitted by this Agreement, are not redeemable or refundable for any sum of money, monetary value, or anything of value, from PlayQ at any time. Virtual Items do not have an equivalent value in real currency and do not act as a substitute for real currency.

Other than as expressly authorized in the Services, you shall not sell, purchase, redeem or otherwise transfer Virtual Items to any person or entity or attempt any of the foregoing, including but not limited to PlayQ, another user of the Services, or any third party. 

PlayQ may manage, regulate, control, modify, or eliminate Virtual Items at any time, with or without notice to you. To the fullest extent under applicable law, PlayQ shall have no liability to you or any third party in the event that PlayQ exercises any such rights. ALL LICENSES AND REDEMPTIONS OF VIRTUAL ITEMS MADE THROUGH THE SERVICES ARE FINAL AND NON-REFUNDABLE EXCEPT WHERE REQUIRED UNDER APPLICABLE LAW.

5.2 Payment of Fees. You agree to pay all fees and applicable taxes incurred by you or anyone using your Account in connection with your license of Virtual Items. By electing to license a Virtual Item through the Services and providing PlayQ with your payment information, you agree that PlayQ is authorized to immediately invoice your Account for all fees and charges as they become due and payable and that no additional notice or consent is required. PlayQ may revise the pricing for the Virtual Items offered through the Services at any time. YOU ACKNOWLEDGE THAT PLAYQ IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL ITEMS WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.

6.1 Generally. You acknowledge and agree that the availability of the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that this Agreement is between you and PlayQ and not with the App Store. PlayQ, not the App Store, is solely responsible for the Services, including the Apps, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the App. You agree to comply with, and your license to use the App is conditioned upon, your compliance with all terms of agreement imposed by the applicable App Store when using any Service, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.

6.2 Accessing and Downloading the App from the Apple App Store. The following applies to any App Store Sourced Application: 

• (a) You acknowledge and agree that (i) this Agreement is concluded between you and PlayQ only, and not Apple, and (ii) PlayQ, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
• (b)You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
• (c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between PlayQ and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of PlayQ.
• (d) You and PlayQ acknowledge that, as between PlayQ and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
• (e) You and PlayQ acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between PlayQ and Apple, PlayQ, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
• (f) You and PlayQ acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
• (g) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

You agree to indemnify and hold PlayQ, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “PlayQ Party” and collectively, the “PlayQ Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your use of any Service in violation of this Agreement; (b) your violation of any rights of another party, including any other Registered User; or (c) your violation of any applicable laws, rules, or regulations. PlayQ reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with PlayQ in asserting any available defenses. This provision does not require you to indemnify any of the PlayQ Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Services.

8.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. PLAYQ EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. 

• (a) PLAYQ MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
• (b) From time to time, PlayQ may offer new “beta” features with which its users may experiment. Such features are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at PlayQ’s sole discretion. The provisions of this section apply with full force to such features.

8.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE PLAYQ PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD PLAYQ PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THIRD-PARTY SERVICE PROVIDERS, OPERATORS OF EXTERNAL SITES, AND OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

9.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE PLAYQ PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT PLAYQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A PLAYQ PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A PLAYQ PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A PLAYQ PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. 

9.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, THE PLAYQ PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100); or (b) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A PLAYQ PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A PLAYQ PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A PLAYQ PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

9.3 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

9.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PLAYQ AND YOU.

10.1 Term. This Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Agreement.

10.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that this Agreement commenced on the earlier to occur of (a) the date you first used the Services or (b) the date you accepted this Agreement, and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with this Agreement.

10.3 Termination of Services by PlayQ. If, in PlayQ’s reasonable discretion, PlayQ determines or suspects that you have violated this Agreement, or if PlayQ is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), PlayQ has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in PlayQ’s sole discretion and that PlayQ shall not be liable to you or any third party for any termination of your Account.

10.4 Termination of Services by You. If you want to terminate the Services provided by PlayQ, you may do so by (a) notifying PlayQ at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to PlayQ’s address set forth below. 

10.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related data, information, files, and content associated with or inside your Account (or any part thereof). Upon termination of any Service, your right to use such Service will automatically terminate immediately and you shall promptly delete all copies of any Software that you have downloaded or installed on any of your devices or platforms. PlayQ will not have any liability whatsoever to you for any suspension or termination. All provisions of this Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

10.6 No Subsequent Registration. If your registration(s) with, or ability to access, the Services or any other PlayQ community, is discontinued by PlayQ due to your violation of any portion of this Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any PlayQ community through use of a different user name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, PlayQ reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

The Services can be accessed from countries around the world and may contain references to Services that are not available in your country. These references do not imply that PlayQ intends to announce such Services in your country. The Services are controlled and offered by PlayQ from its facilities in the United States of America. PlayQ makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

Please read this Section 12 (sometimes referred to herein as this “Arbitration Agreement”) carefully. It is part of your contract with PlayQ and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION.

12.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and PlayQ agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive from PlayQ, or this Agreement and prior versions of this Agreement, including claims and disputes that arose between us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and PlayQ may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or PlayQ may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.  

12.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and PlayQ. If that occurs, PlayQ is committed to working with you to reach a reasonable resolution. You and PlayQ agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost, and mutually beneficial outcome. You and PlayQ therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to PlayQ that you intend to initiate an Informal Dispute Resolution Conference should be sent by regular mail to our offices located at PlayQ, 2834 Colorado Ave., Suite 310, Santa Monica, CA 90404, Attn: Legal. The Notice must include: (1) your name, telephone number, mailing address, and email address (if you have one); (2) the name, telephone number, mailing address and email address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

12.3 Waiver of Jury Trial. YOU AND PLAYQ HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and PlayQ are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 

12.4 Waiver of Class and Other Non-Individualized Relief. YOU AND PLAYQ AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 12.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 12.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and PlayQ agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Los Angeles, California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or PlayQ from participating in a class-wide settlement of claims.

12.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Conference described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and PlayQ agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. 

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.  

Unless you and PlayQ otherwise agree, or the Batch Arbitration process discussed in Section 12.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.  

You and PlayQ agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. 

12.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 12.9 is triggered, the AAA will appoint the arbitrator for each batch.

12.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, 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, except for the following: (1) all Disputes arising out of or relating to Section 12.4 (Waiver of Class or Other Non-Individualized Relief), including any claim that all or part of Section 12.4 (Waiver of Class or Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that Section 12.4 (Waiver of Class or Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 12.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 12.9 The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

12.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or PlayQ need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Conference, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs. 

12.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and PlayQ agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against PlayQ by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of one hundred (100) Requests per batch (plus, to the extent there are less than one hundred (100) Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by PlayQ.

You and PlayQ agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

12.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: PlayQ, 2834 Colorado Ave. Suite 310, Santa Monica, CA 90404 Attn: Legal, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address provided to PlayQ (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

12.11 Invalidity, Expiration. Except as provided in Section 12.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with PlayQ as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

12.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if PlayQ makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to PlayQ at PlayQ, 2834 Colorado Ave. Suite 310, Santa Monica, CA 90404, Attn: Legal, your continued use of the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the PlayQ website or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. PlayQ will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

13.1 Governing Law. Any dispute, claim or request for relief relating in any way to your use of the services will be governed and interpreted by and under the laws of the state of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement. 

13.2 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and PlayQ agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Los Angeles, California.

13.3 Electronic Communications. The communications between you and PlayQ may take place via electronic means, whether you visit the Services or send PlayQ emails, or whether PlayQ posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from PlayQ in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that PlayQ provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. 

13.4 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without PlayQ’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

13.5 Force Majeure. PlayQ shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 

13.6 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: info@PlayQ.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

13.7 Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English. 

13.8 Notice. Where PlayQ requires that you provide an email address, you are responsible for providing PlayQ with your most current email address. In the event that the last email address you provided to PlayQ is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, PlayQ’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to PlayQ at the following address: PlayQ, 2834 Colorado Ave., Suite 310, Santa Monica, CA 90404, Attn: Legal. Such notice shall be deemed given when received by PlayQ by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

13.9 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.10 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

13.11 Export Control. You may not use, export, import, or transfer any Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by PlayQ are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer PlayQ products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

13.12 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.