1. INTRODUCTION
2. LIMITED LICENSE
3. OWNERSHIP
4. USER CONTENT
5. FEES AND PURCHASE TERMS
6. UPDATES TO OUR SERVICES
7. HEALTH AND SAFETY WARNINGS
8. DISCLAIMERS; LIMITATION OF LIABILITY AND INDEMNIFICATION
9. DISPUTE RESOLUTION
10. GENERAL PROVISIONS


Please read these Terms carefully before using or accessing our Services. THESE TERMS CONTAIN AN ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER THAT AFFECT YOUR RIGHTS. IN ARBITRATION THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. PLEASE REVIEW THESE PROVISIONS CAREFULLY.

These Terms of Service (“Terms of Service,” “Terms,” or “ToS”) govern the relationship between you and Scopely, Inc. (together with its parents, subsidiaries, representatives, affiliates, officers, and directors, “Scopely” or “we” or “us”) regarding your access to and use of Scopely’s games, mobile apps, websites, content, products, and any related services (collectively the “Services” as further defined in Section 3).

In the event you are playing any of the following applications: TIKI SOLITAIRE TRIPEAKS, BINGO BASH, GSN CASINO, and GSN GRAND CASINO, these Terms govern the relationship between you and GSN Games, Inc., a wholly owned subsidiary of Scopely, regarding your access to and use of such related Services.

When you use or access our Services in any capacity, you represent that you are at least the minimum age to consent for data processing under the laws of your jurisdiction (e.g., 13 years old in the United States, and 16 in some EU territories), and not barred from accessing the Services under applicable law. Notwithstanding the foregoing, we may provide some Services that are available specifically to younger players as permitted under applicable law. Regardless, if you are under the age of 18, you hereby agree that you have permission from a parent or guardian to use our Services, and your parent or guardian must agree to these Terms and accept them on your behalf. Parents and legal guardians are responsible for the acts of their children when they use our Services. If you access our Services through a third-party platform or site, you may be required to comply with their policies in addition to these Terms.

Our collection and use of personal information in connection with the Services is described in our privacy policies, which are hereby incorporated by reference into these Terms. The Privacy Policy for all Scopely applications can be found here: www.scopely.com/privacy.

We may amend these Terms by posting the amended versions on our website or in the supplemental terms of the applicable Service(s). By continuing to access or use our Services after we post amended versions, you confirm your agreement to the Terms, as amended. If you do not agree with any of the changes, you must immediately stop accessing our Services, and your license to use our Services will immediately terminate.

This is a legally binding agreement, and you should read it carefully. By installing, using, or otherwise accessing our Services, you confirm your agreement to be bound by these Terms. If you do not agree with any of these Terms, you may not install, use, or otherwise access our Services. Use of the Services is void where prohibited.

IMPORTANT NOTICE: For U.S. and Canadian players, disputes with Scopely must generally be resolved on an individual basis through final and binding arbitration. For more details, see the Arbitration Agreement in Section 9.

If there is any difference between the English version and any other language version of these Terms, the English version will apply (to the extent of the difference and to the extent permitted by applicable law).


Limited License
Subject to your agreement and your continued compliance with these Terms and all relevant Scopely policies, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license subject to the limitations below to access and use our Services for your own personal (i.e., non-commercial) entertainment purposes. You agree not to use our Services for any other purpose. You also agree to comply with all applicable laws when accessing or using the Services. Any rights not expressly granted herein are reserved by Scopely and its licensors.

Any use of the Services in violation of the license restrictions contained in this Section 2 is strictly prohibited. To the fullest extent applicable under law, we reserve the right to determine whether one’s conduct violates these Terms, and to take any action we deem appropriate in accordance with these Terms, including but not limited to removing objectionable content and/or suspending or terminating access to the Services or any portion thereof.

Restrictions

You specifically agree to the following license restrictions in connection with the Services:

• If you are under the age of 18, or under the age of legal majority in your jurisdiction, you may not access or use our Services without permission from a parent or legal guardian.


• If you have been previously banned from accessing our Services, you are prohibited from re-accessing the Services.


• You are prohibited from using our Services for commercial purposes.


• You are prohibited from using our Services to advertise, solicit, or transmit any commercial advertisements, which include but are not limited to chain letters, junk, spam, or repetitive messaging (whether targeted or not targeted).


• You are prohibited from creating an Account on someone else’s behalf.


• You are prohibited from creating an Account using inaccurate or false information.


• You are prohibited from renting, selling, gifting, or giving away your Account or Account-related information.


• You are prohibited from selling or transferring prizes or rewards obtained in connection with the Services to any other person or entity.

You further agree that under no circumstance will you:

• Engage in acts that are inappropriate and/or in conflict with the spirit or intent of the Services or these Terms.


• Attempt to gain unauthorized access to, circumvent, modify, disrupt, overburden, or otherwise impair any aspect of our Services (including Accounts of others) or related technology, devices, systems, or networks.


• Engage in unlawful, abusive, threatening, obscene, defamatory, libelous, harassing, hateful, violent, racist, or otherwise objectionable or offensive acts, whether by posting and/or transmitting such information through our Services, or by any other means (e.g., by posting links to such content).


• Engage in acts or attempts to abuse, threaten, harm, harass, or advocate or incite harassment and/or violence towards another person, group, our employee(s), or our Services, or engage in any acts in violation of other publicly posted Scopely policies (e.g. our forum rules).


• Use our Services to post, supply or make available any material or information that infringes on any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or any other right of a person or entity.


• Use our Services to post, display, or transmit any other person or entity’s private information, including personally identifiable and/or financial information.


• Copy or reproduce (except as expressly permitted), translate, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on or related to the Services.


• Scrape, harvest, or otherwise extract data from the Services.


• Seek to obtain advantage or information from our Services using methods not expressly permitted by Scopely.


• Engage in solicitation or attempted solicitation of personal information from other users of our Services.


• Institute, engage in, assist with, or become involved in any form of attacks upon our Services, including but not limited to denial of service attacks, creation or distribution of viruses or malware, or attempts to disrupt our Services or others’ enjoyment of our Services.


• Create, use, offer, promote, advertise, make available, and/or distribute exploits, cheats, bots, software, hacks, mods or any unauthorized third-party code or software that can be used to interfere with, alter or modify our Services, or that can be used in conjunction with our Services.


• Impersonate another person, including without limitation any other user or any Scopely employee.
  Use our Services to violate any applicable law or regulation.


• Use our Services for any activities other than what are reasonably considered the common and usual activities associated with the Services for general entertainment.


• Encourage anyone to engage in the foregoing.

Access or Use of the Services Associated With Your Account

When you access or use the Services, you create an account with us (an “Account”). In some cases, you may be asked to provide a username and password (collectively known as “Login Information”). You are responsible for all use of the Services and activity related to your Account, including all transactions and payments associated with that Account, which may include but are not limited to the use of your credit card and other payment systems such as PayPal. You agree to maintain accurate, complete, and up-to-date information in your Account, and our Privacy Policy describes how you can keep your personal information up-to-date. It is your sole responsibility to maintain the confidentiality of your Login Information and your unique player ID. You agree not to engage in any acts that may compromise the integrity, fair play and/or security of your Account, including but not limited to sharing Login Information or permitting unauthorized access, loss, or theft. If you learn or suspect that your Account has been compromised, please contact us immediately, and we also urge you to modify your Login Information to prevent further damage. To the fullest extent permitted under applicable law, we will not be responsible to you for any losses or harm you may suffer as a result of an unauthorized person accessing your Account and/or using your Login Information in connection with our Services.

As part of the Services, we offer you the opportunity to play with your friends or other matched opponents who generally align with your overall skill level in-game. These matched opponents may be auto-generated players that look and play like real people.

You are solely responsible for your interactions with other users of our Services and any other parties with whom you interact through the Services. We reserve the right but have no obligation, to become involved with any disputes related to those interactions. You agree to fully cooperate with us to investigate any suspected unlawful, fraudulent, or improper activity. If you have a dispute with any other user(s), you agree to release us from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or related to such disputes to the fullest extent permitted under applicable law.

We reserve the right to reclaim and/or remove any usernames at our discretion at any time, for any reason. You may have only one Account per game on a properly supported device.

Suspension and Termination of Account and Services

Without limiting any other remedies and to the fullest extent permitted under applicable law, we may suspend, terminate, delete, limit, or modify Accounts or access to the Services or any portions thereof, hold, delay, or remove hosted content, take legal and technical steps to prevent access to the Services, or take other action consistent with these Terms, with or without notice to you, if we suspect or determine, in our sole discretion, that you have failed to comply with any of these Terms or have otherwise engaged in illegal activity or improper use of our Services. This may result in the loss or termination of your Account, information, persona, rankings, benefits, Virtual Items (as defined in Section 5 below), in-game purchases, or other losses. To the fullest extent permitted under applicable law, we are not and will not be held responsible for loss of any Account, information, persona, rankings, benefits, Virtual Items, in-game purchases, or other losses incurred, and are under no obligation to compensate you therefor.

We reserve the right to stop offering and/or supporting our Services or any portion thereof, including but not limited to any particular game, at any time for any reason, consistent with applicable law. If this occurs, your license to access or use the applicable Services will automatically terminate, and you may lose access to any content that you may have submitted or were in the process of submitting. We reserve the right in our reasonable discretion to terminate any Account that has been inactive for an extended period of time. Unless required by applicable law or app store policy, we are not required to notify you in advance of these actions, or to provide you any refunds, compensation, or any material or non-material benefit for discontinued or terminated Services or losses resulting therefrom.

You may choose to close your Account for any reason and at any time. If you choose to exercise this right, please inform Scopely that you wish to close your Account by either: (i) opening a help ticket directly in-game via the Help section for the applicable game and requesting that your Account be closed; or (ii) emailing support@scopely.com and requesting that your Account be closed. You understand that if you close your Account, you may no longer have access to information previously associated with your Account, including, without limitation, your game progress and any Virtual Items associated with your Account.


The Services and all rights, title, and interest therein are and shall remain the property of Scopely or its licensors. This may include without limitation all games, mobile applications, software (including server software), websites, titles, characters, character names or profiles, stories, dialogue, animations, art, concepts, content, audio sounds and effects, musical compositions, visual effects, methods of operation, documentation, moral rights, in-game chat transcripts, all recordings of games and game play, and Virtual Items appearing and/or originating in our Services, whether provided, earned or purchased. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services, except for the limited license granted in the section “Limited License” above; or (ii) to use or reference Scopely or its licensors’ company name(s), logos, product and service names, or marks.

You acknowledge and agree that you will have no ownership or other property interest in any Account created in connection with the Services. You further acknowledge and agree that all interest in and rights to any such Account are and will be owned in perpetuity by and solely for the benefit of Scopely.


We may permit you or other users to submit, upload, publish, transmit, or otherwise make available to us materials, data, information, communications, pictures and sounds using the Services (“User Content”). Your User Content remains your property. However, once you make User Content available on the Services, you thereby grant to Scopely an irrevocable, perpetual, transferable, sublicensable, fully paid-up, royalty-free, worldwide right and license to copy, reproduce, fix, adapt, modify, create derivative works from, manufacture, commercialize, publish, distribute, sell, license, sublicense, transfer, lease, transmit, publicly display, publicly perform, provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way, your User Content as well as all modified and derivative works thereof in connection with the Services, including marketing and promotion of the Services, without notice to or consent from you, and without compensation to you or any other person or entity. You further hereby grant to Scopely the unconditional, irrevocable right to use and exploit your name, likeness and any other information or material submitted or transmitted to Scopely in connection with any User Content, without any obligation to you. Except as prohibited by law, you waive any rights of attribution and/or any moral rights you may have in your User Content, regardless of whether User Content is altered or changed in any manner.

As a user, you are personally and solely responsible for all information you post and/or send, transmit, or provide to others in connection with our Services, including but not limited to User Content you post in forums, blogs, and player chat features. Please do not use these mediums to share or post information you wish to remain confidential. You represent, warrant, and affirm that your User Content is accurate, that it does not violate any applicable laws or rights of others, that you have the appropriate permissions or rights from any third parties whose information or intellectual property is comprised in the User Content, and that your User Content is free of malware, viruses, adware, spyware, or any malicious code. You agree not to submit and/or transmit any User Content that is unlawful, tortious, defamatory, libelous, obscene, threatening, harassing, abusive, violent, hateful, racist, or otherwise objectionable or inappropriate. We do not assume any liability or responsibility for any user behavior or for monitoring User Content or conduct in connection with the Services. We may, but are not obligated to review, monitor, reject, deny, or remove User Content, at our sole discretion and at any time and for any reason, without notice to you.

User Content may be processed by us in accordance with our Privacy Policy. Please contact us if you have questions regarding your User Content or Account by either: (i) opening a help ticket directly in-game via the Help section; or (ii) emailing us at support@scopely.com.


Any time you purchase virtual currency (including but not limited to virtual cash and other in-game premium currency), virtual in-game items, and any other premium goods or services in connection with our Services (collectively, “Virtual Items”) with real currency (i.e., real world money), Scopely grants you a limited, personal, non-transferable, non-sublicensable, revocable license to use such Virtual Items. All purchases and redemptions of such Virtual Items through our Services are final and non-refundable, unless otherwise determined by us. Scopely may manage, regulate, control, modify, or eliminate Virtual Items at any time, with or without notice to you. Scopely will have no liability to you or any third party in the event that Scopely exercises any such rights.

Notwithstanding the above, for residents of the EU/EEA, unless otherwise determined by us, we do not provide you with a voluntary, additional contractual right to claim a refund beyond your statutory withdrawal right and any statutory warranty claims or other statutory refund claims which remain unaffected. Scopely may modify Virtual Items beyond what is necessary to maintain such Virtual Items in conformity if (i) the modification introduces new services, features or functionalities (in particular to improve or further develop such Virtual Items or parts thereof), (ii) the Virtual Items have to be adapted to a new technical environment or to increased user numbers or (iii) modifications are objectively necessary for other important operational reasons. Such modifications will in any event be without additional cost to you, and Scopely will inform you in a clear and comprehensible manner of such modifications.

Virtual Items have no real-world value. Other than as expressly authorized in our Services, you may not sell, redeem, or otherwise transfer Virtual Items to any person or entity, including but not limited to Scopely, another user, or any third party.

You understand that use of the Services may result in charges to you, and you agree to pay all fees and applicable taxes incurred by you or anyone using your Account. Payments will be enabled using the payment method associated with your Account. We may revise the pricing for the goods and services offered through our Services at any time. We may also from time to time provide certain users with offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or payments charged to your Account. If you choose to sign up for a subscription or VIP experience in connection with the Services, payments will be enabled in accordance with the terms displayed to you at the point of purchase, and available to you thereafter on the applicable Service(s). You acknowledge and agree that, except where otherwise provided in these Terms or under applicable law, we are under no obligation to provide you with a refund for any items (including Virtual Items) that are in your Account, for any reason, including but not limited to termination of your Account or when closing your Account, whether such actions are voluntary or involuntary.

If you choose to sign up for a subscription or VIP experience, you will be presented with subscription-specific terms at that time, describing if and when your subscription will automatically renew, for what period of time, and at what cost, and how to tell us to cancel it. Those terms will also explain how to cancel a subscription and the time period in which you should do so before you will be charged. Those terms will also be available to you after you sign up, including in-game through the Help settings.


You understand that our Services are developing and evolving. Scopely may require that you accept updates to our Services. While Scopely will make all reasonable efforts to inform you of any such updates, you acknowledge and agree that Scopely may update our Services, with or without informing or otherwise notifying you. You may need to update third-party software from time to time in order to receive our Services and/or play our games.


Photosensitivity warning

A small percentage of people may experience reactions to certain visual images or patterns, including flashing lights even without a diagnosed condition or history. To reduce the risk take regular breaks, play in a well-lit room, avoid playing when drowsy or fatigued, view the game from a distance or on a smaller screen, and limit the duration of play. If you have a history of epileptic or photosensitivity conditions, please consult your physician before playing any of our video games.

Stop playing immediately and consult a doctor if you experience any discomfort.


The Services are provided on an “AS IS” and “AS AVAILABLE” basis for your use, with no warranties of any kind, express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from course of dealing or usage of trade. Scopely does not warrant that you will be able to access or use our Services at the times or locations of your choosing; that our Services will be of a certain quality or suitability, or will be uninterrupted or error-free; that defects will be corrected; or that our Services are free of viruses or other harmful components.

Limitation of Liability

Scopely will not be liable to you for any indirect, incidental, consequential, special, exemplary, punitive or other similar damages, including but not limited to loss of revenues, lost profits, lost data or business interruption or other intangible losses (however such losses are qualified), arising out of or relating in any way to these Terms or our Services, whether based on contract, tort or any other legal theory, and whether or not Scopely has been advised of the possibility of such damages. Scopely will not be liable to you for more than the amount you have paid to Scopely in accordance with these Terms in the six (6) months immediately preceding the date on which you first assert a claim. You acknowledge and agree that if you have not paid anything to Scopely during such time period, your sole remedy (and Scopely’s exclusive liability) for any dispute with Scopely is to stop using the Services and to cancel your Account. To the fullest extent permitted under applicable law, you must provide notice of any dispute you have with Scopely within one (1) year of the dispute occurring, or it is forever waived and time barred. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you.

To the extent that Scopely may not, as a matter of applicable law, disclaim any warranty or limit its liability as set forth herein, the scope of such warranty and the extent of Scopely’s liability will be the minimum permitted under such applicable law. In particular, nothing in these Terms will affect the statutory rights of any consumer or exclude or restrict any liability for death or personal injury arising from any negligence or fraud of Scopely. This provision shall have no effect on the choice of law provision set forth below.

Notwithstanding the above, for residents of the EU/EEA, Scopely shall only be liable for damages, irrespective of the legal grounds, in the event of intent, gross negligence and slightly negligent breach of material contractual obligations (cardinal obligations). Material contractual obligations are obligations the fulfillment of which is necessary to achieve the objective of the contract. In the event of a slightly negligent breach of material contractual obligations, Scopely’s liability shall be limited to compensation of foreseeable damages typical of the contract. In particular, indirect damages shall not be compensated. The above limitations of liability shall also apply in favor of Scopely’s legal representatives and vicarious agents if claims are asserted directly against them. The above limitations of liability do not apply to (i) culpably caused damages resulting from injury to life, limb or health on the part of Scopely and (ii) statutory no-fault liability under the EU Product Liability Directive, as transposed into national law.

Indemnification

You agree to indemnify, save, and hold Scopely, its affiliated companies, officers, directors, contractors, employees, agents, third-party suppliers, licensors, and partners harmless from any and all claims, losses, damages, and liabilities, including legal fees and expenses, arising out of or relating to: (i) your use or misuse of our Services or goods or services obtained in connection therewith; (ii) your breach or violation of these Terms; (iii) our use of your User Content; or (iv) any breach of the representations, warranties, and covenants made by you herein. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such matter upon becoming aware of it.

The above shall not apply to residents of the EU/EEA. Residents of the EU/EEA shall be liable for damages resulting from negligent and intentional breaches of these Terms.


Scopely values its players and their concerns, and we want to work with you to resolve any disputes as quickly and efficiently as possible for both of us. This Dispute Resolution section discusses how disputes between us will be resolved through our informal dispute resolution process, individual arbitration, or small claims court.

Our informal dispute resolution process is designed to help you resolve issues early by working with our player care team to address the issue, without having to go any further. If we are unable to resolve the issue together informally, any dispute arising out of or relating to these Terms, your access or use of the Services, or your relationship with Scopely (or any of its past or future parents, subsidiaries, representatives, affiliates, officers, and directors) will be resolved through binding individual arbitration, except that either you or Scopely may take a dispute to small claims court so long as it isn’t removed or appealed to a court of general jurisdiction.

Dispute shall be interpreted broadly and include, but not be limited to: (i) any claim that arose before the existence of these or any prior Terms (including, but not limited to, claims relating to advertising); (ii) any claim that is currently the subject of purported class action litigation in which you are not a member of a certified class; and (iii) any claim that may arise after termination of these Terms. Dispute, however, does not include the exceptions set forth below.

Informal Dispute Resolution

If a dispute arises between you and us, we prefer amicable resolution to protracted legal battles. To that end, we have created an informal dispute resolution program we believe can resolve most matters. Before initiating any arbitration or court proceeding, you must first follow these steps:

1. 1. CHECK THE FAQ: You can start your resolution process by reviewing our “Help/FAQ” section for the applicable game or Services. Each “FAQ” section is specific to each game, and addresses the most commonly asked questions or concerns players may have, so please start there.


2. 2. IN-GAME SUPPORT: If our FAQs did not resolve the issue, please complete a help ticket in-game, and be sure to clearly state your issue in the ticket. All tickets are reviewed by our player care team, who will work with you to resolve the issue through the inbox message system in your Account. Please bear with us; we may need to research your issue to fully resolve the ticket, and this may require us to ask further questions and engage with you over several communications. Although most issues can be resolved in this way, certain issues may require further escalation, as reasonably determined by us.


3. 3. ESCALATION: If you have followed the above steps, but you feel that the issue remains unresolved after our player care team has stated that a matter is closed, please email us at support@scopely.com and include a reference to the help ticket and information sufficient to identify your Account, the specific issue you believe is unresolved, and the relief you are seeking. Our player care leads will work with you further to resolve your issue over the next sixty (60) days. In some cases, we may address the issue remotely. In others, we may ask to speak with you directly and will arrange a mutual time to discuss your matter. You agree that if a request if made to speak about the issue, you will personally participate. If you provide us with your phone number for this purpose, it will not be used for other purposes. Any applicable limitations periods (including statutes of limitations) will be tolled during the sixty (60) day Escalation process.

Arbitration Agreement

• If your dispute remains unresolved after you have exhausted our informal dispute resolution process above, you may seek to resolve it through binding individual arbitration as follows:


• If you are a resident of the US or Canada, you and Scopely agree to resolve any dispute on an individual basis through final and binding arbitration, provided you have exhausted the informal dispute resolution steps above and the dispute remains unresolved. This agreement precludes you from bringing any class action against Scopely. It applies even after you stop using your Account or have deleted it.

An arbitration proceeding is before a single neutral arbitrator instead of a judge or jury. An arbitrator must follow and enforce these Terms as a court would. Arbitration proceedings have different rules than lawsuits in court. Arbitration is less formal, and provides limited opportunity to compel the other side to share information relevant to the dispute—a process called discovery. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. But, if you or we do not like the arbitrator’s decision, the courts only have a limited ability to change the outcome of arbitration or make the arbitrator reconsider his or her decision. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that too, rather than a court or other agency. Unless you and Scopely otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, private attorney general, or representative proceeding. If, after exhaustion of all appeals, any of these prohibitions on non-individualized injunctive or declaratory relief and class, collective, consolidated, private attorney general, or representative proceedings are found to be unenforceable with respect to a particular claim or request for relief (such as a request for public injunctive relief), then such a claim or request for relief will be decided by a court of competent jurisdiction, after all other claims and requests for relief are arbitrated.

Exceptions to Agreement to Arbitrate

We all agree that we each still have the right to go to court to resolve disputes relating to:

1. Your or Scopely’s intellectual property (for example, trademarks, trade dress, domain names, trade secrets, copyrights, or patents); or


2. Claims that are not subject to arbitration as a matter of applicable law not preempted by federal law, and that are within the jurisdiction of the court where they are brought.

No Class Actions

We all agree that we can only bring claims against each other on an individual basis whether in arbitration or in court.

That means:

• Neither you nor Scopely can bring a claim as a plaintiff or participate as a class member in a class, collective, consolidated, private attorney general, or representative action in arbitration or in court. However, you and we retain the right to participate in a class-wide settlement. Notwithstanding the above, for residents of the EU/EEA, nothing in this “No Class Actions” section limits (i) your right to directly bring a legal action against Scopely before a competent court, and/or (ii) your right to benefit from representative actions by qualified entities brought against Scopely according to national laws of EU/EEA Member States.


• The arbitrator cannot combine more than one person’s claim into a single case, and cannot preside over any class, collective, consolidated, private attorney general, or representative arbitration proceeding (unless we both agree to change this).

The arbitrator’s decision or award in one person’s case can only impact the person who brought the claim, not other individuals, and cannot be used to decide other disputes with other users.

The Arbitration Process, Rules, and Fees

The American Arbitration Association (“AAA”) will run the arbitration between you and Scopely, in accordance with the AAA’s rules and procedures then in effect (including their Mass Arbitration Supplementary Rules, if applicable) (“AAA Rules”), as modified by these Terms. If something in these Terms is different than the AAA Rules, then we will follow these Terms instead. To review the AAA Rules or to start an arbitration proceeding, you can refer to AAA’s website (www.adr.org). If either you or we decide to initiate arbitration, we agree to provide the other party with a written Demand for Arbitration as specified in the AAA Rules.

A Demand for Arbitration must be accompanied by an attestation of compliance with the informal dispute resolution process described above and be personally signed by the party initiating arbitration (and their counsel, if represented). By submitting a Demand for Arbitration, the party and their counsel will represent that they are complying with the requirements of Federal Rule of Civil Procedure 11(b), like they would in court. The arbitrator is authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel. You and we understand and agree that the AAA’s administrative determination that this arbitration agreement comports with the Consumer Due Process Protocol is final and that neither a court nor an arbitrator has the authority to revisit it. If the AAA is unavailable or unwilling to administer the arbitration consistent with these Terms, the parties shall agree on an administrator that will do so. If the parties cannot agree, they shall ask a court of competent jurisdiction to appoint an administrator that will do so.

The arbitration will take place in the county, parish, or province where you live. We could also hold the arbitration in some other place, but we both have to agree to that. We also agree that during the arbitration process, members of our team may still work with you to resolve your issue informally.

Either of us involved in the arbitration can ask the arbitrator to put his or her decision or award, or his or her reasons for the decision or award, in writing. Also, either of us can take the arbitrator’s decision or award to a court to confirm it or enter a judgment on it (i.e., make it the same as a court judgment), except an award that has been satisfied may not be entered in any court. Sometimes you can ask a court to change an arbitrator’s decision or award, but those circumstances are limited.

Notwithstanding any choice of law or other provisions in these Terms, we all agree that the Federal Arbitration Act (including its procedural provisions) will be applied to determine whether the provisions in this Section 9 can be enforced and how they should be interpreted.

Payment of arbitration fees will be governed by the AAA Rules and fee schedule. You and Scopely agree that we have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, you or Scopely may elect to engage with the AAA regarding arbitration fees, and you and we agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all of us.

Additional Procedures for Mass Arbitration

You and we agree that these Additional Procedures for Mass Arbitration (in addition to the rest of Terms) will apply if you decide to participate in a Mass Arbitration. If 25 or more similar disputes (including yours) are asserted against us by the same or coordinated counsel or are otherwise coordinated (“Mass Arbitration”), you agree that the resolution of your dispute might be delayed and ultimately proceed in court. If you decide to bring your dispute as part of a Mass Arbitration, any applicable limitations periods (including statutes of limitations) will be tolled for your dispute from the time that your dispute is first submitted to the AAA until your dispute is selected to proceed as part of a stage (as explained below) or is settled, withdrawn, otherwise resolved, or opted out of arbitration as part of these procedures.

A Process Arbitrator will be appointed through a rank-and-strike selection process to address any issues contemplated by the AAA Rules. In addition, should Scopely make such a request, the Process Arbitrator will determine whether each dispute brought as part of the Mass Arbitration (including yours) has been specifically authorized and whether each claimant (including you) has actual knowledge of the submission. The Process Arbitrator has the authority to: (i) grant any request for discovery to help the Process Arbitrator decide whether there was authorization and actual knowledge; and (ii) award relief if the Process Arbitrator finds the submissions were not specifically authorized or made with actual knowledge of the claimants.

STAGE ONE: If at least 500 disputes are submitted as part of the Mass Arbitration, counsel for the claimants and counsel for Scopely will each select 250 disputes (500 total) to be filed and to proceed as cases in individual arbitrations as part of this initial staged process. If there are fewer than 500 disputes submitted, then each of them will proceed as cases in individual arbitrations at that time. Each of the cases will be assigned to a different arbitrator and proceed individually. If a case is withdrawn before an arbitration award is issued, another claim shall be selected to proceed as part of Stage One. The remaining disputes won’t be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those disputes. After this initial set of proceedings, counsel for the parties will participate in a global mediation to try to resolve all of the remaining disputes (including yours), and Scopely shall pay the mediator’s fee.

STAGE TWO: If the remaining disputes have not been resolved at the conclusion of Stage One, the same staged process set forth for Stage One will repeat for Stage Two with 500 total disputes proceeding in individual arbitrations except that arbitrators who presided over a case in Stage One may be appointed to preside over a dispute that proceeds as part of Stage Two, unless either party objects. After this second set of staged proceedings, counsel for the parties will participate in a global mediation to try to resolve all of the remaining disputes (including yours), and Scopely shall again pay the mediator’s fee.

Upon the completion of the mediation set forth in Stage Two, each remaining dispute (if any) that is not settled or not withdrawn will be opted out of arbitration and may proceed in a court of competent jurisdiction consistent with the remainder of the Terms. However, counsel for the parties may mutually agree in writing to proceed with the adjudication of some or all of the remaining disputes in individual arbitrations consistent with the staged process set forth above (except disputes to proceed in any later stages will be randomly chosen and mediation will be optional) or through another mutually-agreeable process. A court of competent jurisdiction will have the authority to enforce the Additional Procedures for Mass Arbitration, including the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees.

The Additional Procedures for Mass Arbitration and each of its requirements are essential parts of this arbitration agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that the Additional Procedures for Mass Arbitration apply to your dispute and are not enforceable, then your dispute shall not proceed in arbitration and may only proceed individually in a court of competent jurisdiction consistent with the remainder of the Terms.

Future Changes to this Dispute Resolution Section

If we make any future changes to the Dispute Resolution Section (other than a change to our contact information), you may reject any such change by sending your personally signed, written notice within thirty (30) days of the changes to:

Such written notice does not constitute an opt out of arbitration or the class action waiver. By rejecting any future change, you are agreeing that you will resolve any dispute between you and Scopely in accordance with this version of the Dispute Resolution Section, including the arbitration agreement and class action waiver.


Severability
Except as otherwise provided in these Terms, you and Scopely agree that if any portion of these Terms is found unlawful or unenforceable, in whole or in part, that provision will be ineffective only to the extent of such finding in such jurisdiction, without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of these Terms, which will be enforced to the fullest extent of the law.

Choice of Law and Jurisdiction
If you are a US resident, these Terms and our relationship will be governed by the laws of the state in which you reside, without giving effect to its conflicts of laws principles, except as otherwise provided above. As described in Section 9, the Federal Arbitration Act will apply to arbitrable disputes. If you reside outside the US, these Terms and our relationship will be governed by English law, without giving effect to its conflicts of laws principles; however, consumers having their habitual residence within the EU/EEA can nevertheless rely upon additional protections under mandatory consumer protection laws of their home country.

If you are a US resident and the arbitration agreement is ever deemed unenforceable or void as to your dispute, or a dispute between the parties is not subject to arbitration, you irrevocably consent to the exclusive jurisdiction of the federal and state courts encompassed by New York County, New York or New Castle County, Delaware and waive any objection as to personal jurisdiction or as to the laying of venue in such courts due to: (i) inconvenient forum; or (ii) any other basis or any right to seek to transfer or change venue of any such action to another court.

Jury Trial Waiver

To the fullest extent permitted under applicable law, you and we waive the right to a jury trial.

Assignment
Scopely may assign or delegate these Terms, in whole or in part, to any person or entity at any time with or without your approval. You may not assign and/or delegate any of the rights or obligations you have under the Terms unless you obtain Scopely’s prior written approval. Any such assignment and/or delegation without Scopely’s prior written approval is ineffective and in violation of these Terms.

Force Majeure
We will not be liable for any delay or failure to perform resulting from causes outside of our reasonable control, including without limitation any failure to perform hereunder due to unforeseen circumstances or causes such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, pandemic, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

Claims of Copyright Infringement
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe their rights under US copyright law have been infringed. If you believe in good faith that materials hosted by us infringe your copyright (for example, materials posted by a user on one of our forums), you or your agent can send us a notice requesting that the material be removed or access to it blocked.

If you believe your copyright-protected work has been posted on the Services in a way that constitutes copyright infringement (please consult an attorney to better understand your rights and obligations under Section 512(c) of the Copyright Act and other laws), please contact our DMCA Agent with a notice containing the following information:

• Reasonably sufficient details to enable us to identify the work claimed to be infringed (e.g., title, author, any registration or tracking number, URL) or, in the case of multiple works, a representative list of such works;


• Reasonably sufficient details to enable us to identify and locate the material claimed to be infringing (e.g., a link to the page that contains the material);


• Your name, address, telephone number, and, if available, email address;


• A statement that you have a good faith belief that the use of the material identified above is not authorized by the copyright owner, its agent, or the law;


• A written statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and


• Your physical or electronic signature.

If you believe material that you have posted to the Services has been improperly taken down, you may file a written counter-notice with our DMCA Agent. Please include the following details:

• Identification of the material that has been removed or to which access has been disabled and the location at which it appeared before it was removed or disabled;


• A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;


• Your name, address, telephone number, and, if available, email address;


• A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located or, if your address is outside the US, for any judicial district in which Scopely may be found, and that you will accept service of process from the person who submitted a notice in compliance with Section (c)(1)(C) of the DMCA, as described above; and


• Your physical or electronic signature.

DMCA notices must meet current statutory requirements imposed by the DMCA.
Please send DMCA notices to our DMCA Agent at the following address or by email to privacy@scopely.com (subject line “DMCA Communication”): DMCA Agent, Scopely, Inc., 3505 Hayden Ave., Culver City, CA 90232.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake, may be subject to liability. Please also be advised that we enforce a policy of terminating the Accounts of repeat infringers (i.e., users who have made two or more postings for which we receive a notice of infringement).

Scopely’s DMCA Agent should be contacted only for the purposes set forth in this Section. NON-DMCA INQUIRIES DIRECTED TO SCOPELY’S DMCA AGENT WILL NOT BE ANSWERED. MISUSE OF THE DMCA PROCESS CAN SUBJECT YOU TO LIABILITY.

Survival
In addition to other provisions that, by their terms, survive any termination of your Account, the Terms, or the Services, the following Sections shall survive any such termination: Section 3 (Ownership), Section 8 (Disclaimer of Warranties, Limitations of Liability and Indemnification), Section 9 (Dispute Resolution), and Section 10 (General Provisions).

Supplemental Terms
Supplemental terms may apply to certain Services, such as forums, contests, or loyalty programs (including subscriptions or VIP experiences). Supplemental terms will be disclosed to you in connection with the applicable Service(s). Those supplemental terms are in addition to and shall be deemed a part of the Terms for purposes of the applicable Service(s), and your right to use such features is subject to those supplemental terms.

Entire Agreement
These Terms, including any additional policies and documents referenced in this agreement, are the entire agreement between you and Scopely. They supersede all prior understandings between you and Scopely, regardless of the medium (oral, written electronic) and practice (custom, policy, course of business, precedent) by which such understandings were communicated.

No Waiver
Any failure of Scopely to enforce any right or provision in these Terms shall not constitute a waiver or relinquishment of such right or provision unless acknowledged and agreed to by us in writing. The express waiver by Scopely of any provision, condition, or requirement of these Terms will not constitute a waiver of any future obligation to comply with such provision, condition, or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by Scopely will be deemed a modification of these Terms or legally binding, unless documented in physical writing, hand signed by both you and a duly appointed officer of Scopely.

Notices
We may give notice to you via: (i) postings on the Services; (ii) email, telephone, or text message to any email address or phone number connected with your Account; or (iii) written communication sent by mail to any address connected with your Account. All notices given by you or required from you under these Terms must be in writing and addressed to: Scopely, Inc. Attn: Chief Legal Officer, 3505 Hayden Ave., Culver City, CA 90232. Any notices that you provide without compliance with this subsection will have no legal effect.

Additional Terms for Sony PlayStation Users

For SIEA users: Purchase and use of items are subject to the Network Terms of Service and User Agreement. This online service has been sublicensed to you by Sony Interactive Entertainment America.

For SIEE users: Any content purchased in an in-game store will be purchased from Sony Interactive Entertainment Network Europe Limited (“SIENE”) and be subject to PlayStation™Network Terms of Service and User Agreement which is available on the PlayStation™Store. Please check usage rights for each purchase as these may differ from item to item. Unless otherwise shown, content available in any in-game store has the same age rating as the game.