Last Updated: February 7, 2020
PLEASE NOTE THAT THE “ARBITRATION AGREEMENT” SECTION BELOW (THE “ARBITRATION AGREEMENT”) CONTAINS PROVISIONS THAT REQUIRE (i) WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING BETWEEN YOU AND SCOPELY UNDER THIS AGREEMENT TO BE RESOLVED IN BINDING ARBITRATION, AND NOT IN COURT, AND (ii) YOU AND SCOPELY TO WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. PLEASE CLICK HERE TO REVIEW THE ARBITRATION AGREEMENT. BY USING ANY APP AND/OR FOXNEXT SERVICE AND ACCEPTING THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO BE BOUND BY THE ARBITRATION AGREEMENT. PLEASE READ IT CAREFULLY.
Registration and Security
You take full responsibility for your participation on the Apps and Services. As a condition of using certain features of the Apps and/or Services, you may be required to register on the Apps and/or Services and/or select a username and password. To register, you must be at least 18 years old, or have reached the age of majority under the Applicable Law of the place where you reside or, if you are not, you must obtain parental or guardian consent. You represent and warrant that any information you provide in connection with your access to and use of the Apps and Services is true, accurate and complete, and that you will maintain and update such information as needed, such that the information remains true, accurate and complete. Your failure to do so will constitute a breach of the Agreement, which may result in immediate termination of your account. You may not use a username that is (i) a name of another person with the intent to impersonate that person; (ii) a name subject to any rights of another person without appropriate authorization; (iii) already being used by another person; or (iv) is offensive or otherwise objectionable in our sole discretion. We reserve the right to refuse registration of, or cancel, a username, in its sole discretion. It is your responsibility to notify us of any changes in such information, including but not limited to your contact information.
You are responsible for maintaining the confidentiality of your password and are responsible for all use of your account. It is therefore critical that you do not share your password with anyone. You agree not to use the account, username, email address or password of any other person at any time and not to allow any other person to use your account. You agree not to create an account by automated means or false pretenses or use any other end user’s account for any purposes, including to circumvent a suspension or ban. You may not sell, transfer, or allow others to access and/or use your account. You agree to notify Scopely immediately if you suspect any unauthorized use of, or access to, your account or password. Scopely reserves the right to change a username, in its sole discretion. It is important that you remember your username and password, and that you provide answers to security questions for your account. If you forget your username or password and have not provided us with any answers to security questions, you may not be able to access and use your account.
For security reasons, please do not use your real name as your username, password, or forum handle. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH OR IN CONNECTION WITH YOUR ACCESS TO AND/OR USE OF THE APPS, YOU DO SO AT YOUR OWN RISK.
We may, at any time, modify, suspend and/or discontinue any Apps and/or Services (and/or any feature thereof); charge, modify or waive fees required to use any Apps and/or Services (and/or any feature thereof); or offer opportunities to some or all end users of any Apps and/or Services. We may also impose limits on certain features and services offered in connection with any Apps and/or Services or restrict your access to parts or all of any Apps and/or Services at any time without notice or liability. You acknowledge that from time to time the Apps and/or Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which we may undertake at any time from time to time; or (iii) causes beyond the control of Scopely or which are not reasonably foreseeable by Scopely.
Unless terminated by Scopely in its sole discretion, this Agreement remains in full force and effect while you use the Apps and Services. You may terminate your account at any time, for any reason, without prior notice or explanation, by sending an email to email@example.com. Deleting the Apps will not terminate the account. We reserve the right in our sole and absolute discretion to suspend and/or terminate your account and/or access to the Services at any time, for any or no reason, with or without prior notice or explanation, and shall have no liability to you for such termination. In the event that your account has been suspended, we may request that you provide further verification of your identity, for example, by responding to an email or a text message, before your account may be reactivated. Even after your account or access to the Services is terminated by you or by Scopely, this Agreement will remain in effect with respect to your past and future use of any Apps and/or Services. Any rights to your account terminate upon your death.
Children Under the Age of 13
The Apps and Services are not directed to children under the age of 13. We do not knowingly collect personally identifiable information from children under the age of 13 via the Apps and/or Services.
You acknowledge that we reserve the right to charge fees for any portion of the Apps and/or Services. We will provide you with advance notice of any such fees, including any change in the amount of such fees. Your continued use of any Apps and/or access to and/or use of any Services after such a notification will be deemed to constitute acceptance of the changes notified. If you disagree with the fees or any change in the amount of the fees, you may terminate the Agreement by sending an email to firstname.lastname@example.org. If we suspend or terminate your account and/or access to the Services because you have breached the Agreement or violated Applicable Law, you will not be entitled to a refund of any unused portion of such fees or other payments.
Purchasing App Services or Products
We make no warranty, and to the fullest extent provided by Applicable Law, accepts no liability for any loss or damages whatsoever, relating to or in connection with your placement of an order for an App Product with the Processor. We provide no refunds for, makes no warranty for, and to the fullest extent provided by Applicable Law, accepts no liability regarding purchases you make within any Apps and/or Services. You are solely responsible for any and all transactions utilizing your Personal Financial Information, including, but not limited to, any and all charges. Accordingly, you agree that we are not obligated to grant any request for a chargeback and you further acknowledge and agree that we may suspend and/or terminate your account and/or access to and/or use of the Services if you make any such request. You must contact the Processor with any chargeback requests. To the fullest extent permitted by Applicable Law, you acknowledge and agree that in the event Processor experiences a data breach that affects your Personal Financial Information, we will in no way be responsible or liable to you for any such breach.
We will not store any record of Personal Financial Information related to purchases or other transactions you make through the Services. You should therefore maintain records of all your transactions. If you have any questions regarding your transactions or believe that there is an error or unauthorized transaction or activity associated with transactions utilizing your Personal Financial Information, you must contact the Processor.
The purchase or redemption of App Products may be subject to sales tax in the United Sates. The purchase or redemption of App Products may be subject to VAT or GST in countries outside the United States. All sales and redemptions of App Products are final.
You acknowledge that the Apps and/or Services may include a component of fictional credits, points or currency (collectively, "Virtual Currency"). Virtual Currency may be purchased in the Apps and/or Services and may be awarded to end users for free in connection with certain promotional offerings within the Apps and/or Services. Additionally, you may be given the opportunity to acquire game cards which may be used to redeem Virtual Currency. The Virtual Currency may be used exclusively within the Apps and/or Services to gain access to--and certain limited rights to use--Virtual Items (as defined below) for use exclusively in connection with the Apps and/or Services. Regardless of the terminology used, Virtual Currency represents a limited license right governed solely under this Agreement, and is not redeemable for any sum of money or monetary value from us or any other person or entity at any time. Virtual Currency provided by us includes only a limited license right to use such Virtual Currency in connection with the Virtual Items. You may be permitted to donate (i.e., give for free) some Virtual Currency to other end users as part of the Apps and/or Services. However, selling, donating or otherwise transferring Virtual Currency and/or Virtual Items in exchange for real world money or monetary value is not allowed. Other than a limited, personal, revocable, non-transferable, non-sublicenseable license to use Virtual Currency in connection with the Apps and/or Services, you agree that you have no right, title or ownership in or to any such Virtual Currency. Each type of Virtual Currency is separate and cannot be converted into another Virtual Currency. Virtual Currency cannot be transferred between accounts, including accounts owned by the same end user. If you purchase Virtual Currency from or use third-party platforms (such as Facebook Credits) in connection with the Apps and/or Services, you are agreeing to such third party’s terms of service, including without limitation any payment terms, and privacy policies, and acknowledge that Scopely is not a party to any such transactions. YOU ACKNOWLEDGE AND AGREE THAT VIRTUAL CURRENCY AND VIRTUAL ITEMS ARE NOT LEGAL TENDER AND HAVE NO REAL WORLD VALUE AND THAT NEITHER SCOPELY NOR ANY OTHER PERSON OR ENTITY HAS ANY OBLIGATION TO EXCHANGE YOUR VIRTUAL CURRENCY OR VIRTUAL ITEMS FOR ANYTHING OF VALUE, INCLUDING WITHOUT LIMITATION, REAL CURRENCY, AND THAT, IF YOUR ACCOUNT IS TERMINATED, SUSPENDED OR OTHERWISE MODIFIED FOR ANY OR NO REASON OR IF YOUR RIGHT TO ACCESS THE SERVICES IS TERMINATED FOR ANY OR NO REASON, THE VIRTUAL CURRENCY, VIRTUAL ITEMS AND YOUR ACCOUNT SHALL HAVE NO REAL WORLD VALUE.
We reserve the right to charge fees for the right to access or use Virtual Currency or Virtual Items, as described in the “Purchasing App Services or Products” section above, and/or may distribute Virtual Currency or Virtual Items without charge, in its sole discretion. For example, we, as part of a sweepstakes or promotion, may provide individuals with a certain amount of Virtual Currency and/or a certain Virtual Item. Virtual Currency and Virtual Items will not expire and will not incur fees for non-use unless specifically disclosed at the time of purchase. We reserve the right to terminate your access to the Virtual Currency in your account if we determine, after investigation, that you have used the Virtual Currency in connection with any fraudulent or illegal activity or in contravention of this Agreement.
The Apps and/or Services may include a variety of virtual items (“Virtual Items”), which are digital objects such as energy, heroes, buildings, items resources, etc. that end users can acquire and use in the Apps and/or Services. Please note that Virtual Items are not chattel and you do not acquire any ownership rights in the Virtual Items. When you purchase or otherwise acquire any Virtual Item in any App and/or Service, we are providing you a limited license to use the Virtual Item in such App for personal, non-commercial purposes. We may sell Virtual Items in the Apps and/or via the Services. Virtual Items may be exchanged for Virtual Currency at our sole and absolute discretion. Please note that not all Virtual Items are available for purchase. Some Virtual Items can be acquired only through gameplay (e.g., by completing quests, spending certain points or in-game currency, etc.) or through certain promotional offers. We reserve the right to add, modify, remove, suspend and reintroduce Virtual Items in the Apps and/or Services, and to change the prices and/or difficulty of obtaining Virtual Items, at any time in its sole and absolute discretion. Such changes may impact the effectiveness, functionality, and/or commonalty of the Virtual Items. As a result, the desirability of a Virtual Item may significantly increase or diminish over time. By purchasing a Virtual Item license you assume the risk of any such changes and agree never to assert any claim against us based on the actual or perceived value, or change in value, of a Virtual Item. Some Virtual Items may be tradable to other end users as part of the Apps. However, selling or otherwise transferring Virtual Items in exchange for real world money or monetary value is not allowed. Virtual Items acquired through the in-game marketplace are nonrefundable, have no real world value and are not redeemable and/or refundable for any sum of money or monetary value from Scopely.
Limited Content License
The Apps and Services contain information, text, files, images, videos, sounds, musical works, works of authorship, software, applications, product names, company names, trade names, logos, designs, and any other materials or content (collectively, “Content”) owned by Scopely, its licensors, or assignors (“Scopely Content”), as well as Content provided by end users or other third parties. Content contained in the Apps and/or Services is protected by copyright, trademark, patent, trade secret and other Applicable Laws and, as between you and Scopely, its licensors, or its assignors, own and retain all rights in the Scopely Content. Scopely hereby grants you a limited, personal, revocable, non-sublicensable, non-transferrable, non-exclusive license to access and display or perform the Scopely Content (excluding any software code) solely for your personal, non-commercial use in connection with your use of the Apps and/or Services for which Scopely intended such Scopely Content to be used. Except as provided in this Agreement, you may not copy, download, stream, capture, reproduce, duplicate, decompile, reverse engineer, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell, frame or deep-link, make available, or otherwise use any Content contained in the Apps and/or Services. Except as expressly provided in this Agreement, you may not use our trade names, trademarks or service marks.
Except as expressly permitted by the limited license set forth above, you are strictly prohibited from creating works or materials (including but not limited to fonts, icons, link buttons, wallpaper, desktop themes, on-line postcards, montages, mash-ups and similar videos, greeting cards and unlicensed merchandise) that derive from or are based on the Scopely Content. This prohibition applies regardless of whether such derivative works or materials are sold, bartered or given away. Also, you may not either directly or through the use of any device, software, internet site, web-based service or other means, remove, alter, bypass, avoid, obscure, interfere with, or circumvent, in whole or in part, any copyright, trademark, or other proprietary notice, legend, symbol, or label marked on the Content contained in the Apps, Services or any digital rights management mechanism, device, or other content protection, copy control or access control measure associated with the Content contained in the Apps and/or Services, including geo-filtering mechanisms. To the maximum extent permitted by Applicable Law, and except as necessary in order to make reference to Scopely, its products and services in a purely descriptive capacity, you are expressly prohibited from using any Scopely Content in any manner.
You may not, without our express written permission, “mirror” on any other server any Content contained in any Apps and/or Services. You may not use any Apps and/or Services for any purpose that is unlawful or prohibited by the Agreement. You may not use any Apps and/or any Services in any manner that could damage, disable, overburden, or impair any Apps and/or any Services, or interfere with any other party’s use and enjoyment of any Apps and/or any Services. You may not attempt to gain unauthorized access to any Apps and/or any Services through hacking, password mining or any other means. We reserve the right, in its sole discretion, to terminate your access to any Apps and/or any Services, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice. All rights not expressly granted to you hereunder are reserved to Scopely and our licensors.
Restrictions on Use of FoxNext Services
You understand that you are responsible for all Content that you post, upload, transmit, email or otherwise make available on the Apps or on, through or in connection with the Services (collectively, “User Content”). Additionally, you acknowledge that you have no expectation of privacy in or confidentiality with respect to your User Content. Accordingly, please choose User Content carefully.
You are solely responsible for any violation of any Applicable Law that results from your failure to abide by this Agreement. You hereby agree not to (and not to assist others to) use any Apps and/or Services to:
Scopely reserves the right, but disclaims any obligation or responsibility, to remove User Content that violates this Agreement, as determined by Scopely, or for any other reason, in Scopely’s sole discretion and without notice to you. You acknowledge that Scopely reserves the right to investigate and take appropriate legal action against anyone who, in Scopely’s sole discretion, violates this Agreement, including but not limited to, terminating their end user account and/or reporting such User Content, conduct, or activity to law enforcement authorities.
You acknowledge, consent and agree that Scopely may access, preserve or disclose information you provide to any of the Apps and/or Services, including User Content and your account registration information, including when Scopely has a good faith belief that such access, preservation or disclosure is necessary in order to: (i) protect, enforce, or defend the legal rights, privacy, safety, or property of Scopely or its employees, agents and contractors (including enforcement of this Agreement or our other agreements); (ii) protect the safety, privacy, and security of end users of any of the Apps and/or Services, or members of the public including in urgent circumstances; (iii) protect against fraud or for risk management purposes; (iv) comply with the Applicable Law or legal process; or (v) respond to requests from public and government authorities. If Scopely sells all or part of its business or makes a sale or transfer of its assets or its otherwise involved in a merger or transfer of all or part of its business, Scopely may assign this Agreement with you to the party(ies) involved in the transaction, including, without limitation, all of the rights and licenses to use the User Content and information that you provide in connection with your use of the Apps and/or Services. Your legal and contractual rights will not be affected by such assignment.
Scopely reserves the right to limit the storage capacity of User Content. You assume full responsibility for maintaining backup copies of your User Content, and Scopely assumes no responsibility for any loss of your User Content due to its being removed by Scopely or for any other reason.
You understand and agree that when you use any of the Apps and/or Services, this can and may involve software functions designed to detect cheating or unauthorized and malicious programs. In this context, we may access, collect, monitor and/or remotely store screenshots of game play, information relating to hardware capacity, modifications related to any of the Apps and/or Services, signatures, profiles or names of known unauthorized or malicious third party programs, files or processes that enable or facilitate cheating, unfair advantage or hacking of the Apps and/or Services. If unauthorized or malicious programs are detected, the Apps and/or Services may also communicate to Scopely the end user’s account and identifying information and information about the unauthorized or malicious program in use.
User Content on Message Boards and Forums
Certain Apps and/or Services may offer end users the ability to post messages on message boards and forums (collectively, “Forums”), which may be open to the public generally, to all members of such Apps and/or Services, or to a select group of members to a specific Forum group. You acknowledge that all Content posted on Forums is User Content, and by posting on Forums you agree to comply with the rules and restrictions on User Content set forth above and any other rules specifically applicable to such Forums. Scopely reserves the right, but disclaims any obligation or responsibility, to prevent you from posting User Content to any Forum and to restrict or remove your User Content from a Forum or refuse to include your User Content in a Forum for any reason at any time, in Scopely’s sole discretion and without notice to you.
You acknowledge that messages posted on such Forums are public, and Scopely cannot guarantee the security of any information you disclose through any Forum; you make such disclosures at your own risk with no expectation of privacy. Scopely is not responsible for the content or accuracy of any information posted on a Forum, and shall not be responsible for any decisions made based on such information.
Your Proprietary Rights in and License to Your User Content
Scopely does not claim any ownership rights in the User Content that you post, upload, email, transmit, or otherwise make available (collectively, “Transmit”) on, through or in connection with any of the Apps and/or Services, except with respect to your unsolicited submissions, as described under “Unsolicited Submissions” below; provided, however, that User Content shall not include any Scopely Content. By posting or transmitting any User Content on, through or in connection with any of the Apps and/or Services, you hereby grant to Scopely and our licensees, assignees, and authorized end users a worldwide, perpetual, irrevocable, non-exclusive, fully-paid and royalty-free, freely sublicensable, transferable (in whole or in part) right (including a waiver of any moral rights you may have) and license to use, modify, excerpt, adapt, publish, translate, create derivative works and compilations based upon, publicly perform, publicly display, reproduce, sublicense, and distribute such User Content, including your name, voice, likeness (including, but not limited to, photographs and avatars) and other personally identifiable information to the extent that such information is contained in User Content, anywhere, in any form and on and through all media formats now known or hereafter devised, for any and all purposes including, but not limited to, promotional, marketing, trade or any non-commercial or commercial purposes. Additionally, Scopely is free to use any ideas, concepts, know-how, or techniques contained within such User Content for any and all purposes, including, but not limited to, developing, manufacturing, marketing and providing commercial products and services, including the Apps and Services. Scopely’s use of such User Content shall not require any further notice or attribution to you and such use shall be without the requirement of any permission from or any payment to you or any other person or entity. You hereby authorize Scopely to execute any document or take any action Scopely may consider appropriate in order to confirm the rights granted by you to Scopely in this Agreement.
You hereby represent and warrant that the following rules and prerequisites must be complied with for the use of the Apps and Services: (i) you own the User Content Transmitted by you on, through or in connection with the Apps and/or Services, or otherwise have the right to grant the license set forth in this Section, and (ii) the Transmission of User Content by you on, through or in connection with the Apps, Services and Third Party Services (as defined below) does not violate the privacy [rights], publicity, intellectual property, contract and/or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use in accordance with the provisions of this Agreement of any User Content Transmitted by you on or through the Apps, Services and/or Third Party Services.
If you delete your User Content from the Apps and/or Services, Scopely’s license to such User Content will end after a reasonable period of time necessary for the deletion to take full effect. However, the User Content may be retained in Scopely’s back-up copies of the App and/or Services, which are not publicly available. Account deletion does not include chat history deletion. Furthermore, to the extent that Scopely made use of your User Content before you deleted it, Scopely will retain the right to make such pre-existing uses even after your User Content is deleted. You acknowledge that (i) deletion of your User Content from the Apps and/or Services will not result in, and Scopely assumes no responsibility for, the deletion of such User Content by any third parties who were provided with or had access to such User Content prior to your deleting it from Apps and Services, and (ii) termination of your account or your use of the Apps and Services will not result in the immediate or automatic deletion of your User Content consistent with this Agreement.
Removal of Material that Infringes Copyrights
Scopely respects the intellectual property rights of others and requires that our end users do the same. Scopely has a policy that provides for the termination in appropriate circumstances of subscribers and account holders of Services who are infringers. Scopely also reserves the right to remove or disable access to any transmission of Content that infringes the intellectual property rights of any person under Applicable Law.
If you believe material on the Services infringes your copyright.
If you believe that any material residing on or linked to from any App and/or Service infringes your copyright, you must send Scopely’s designated Copyright Agent (identified below) a written notification of claimed infringement that contains substantially all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the specific Service (such as the URL(s) of the claimed infringing material); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the Applicable Law; (e) a statement by you that the above information in your notification is accurate and a statement by you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed or are authorized to act on the owner's behalf; and (f) your physical or electronic signature. Please send DMCA notices to our DMCA Agent at the following address or by email (subject line “DMCA Communication”): DMCA Agent, Scopely, Inc., 3530 Hayden Ave., Culver City, CA 90232.
If you posted material to any Service that was removed due to a DMCA takedown notice by a copyright owner.
If you posted material to any Service that we removed due to a notice of claimed infringement from a copyright owner, Scopely will take reasonable steps promptly to notify you that the material has been removed or disabled. This notice may be by means of a general notice on the Services or by written or electronic communication to such address(es) you have provided to Scopely, if any. You may provide counter-notification in response to such notice in a written communication that includes substantially all of the following: (i) identification of the material that has been removed or to which access has been disabled and the location in the applicable Services at which the material appeared before it was removed or access to it was disabled; (ii) a statement by you, 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 of the material to be removed or disabled; (iii) your name, address, telephone number, and 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 of the United States, for any judicial district in which Scopely may be found, and that you will accept service of process from the person who provided notification requesting the removal or disabling of access to the material or such person’s agent; and (iv) your physical or electronic signature.
Please note that, under 17 U.S.C. §512(f), any person who knowingly makes material misrepresentations in a notification of claimed infringement or any counter-notification may be liable for damages.
Your Exposure to Others’ User Content
You understand that Scopely does not control the User Content posted by end users via the Services and, as such, you understand you may be exposed to offensive, inaccurate or otherwise objectionable User Content. Scopely assumes no responsibility or liability for this type of Content. If you become aware of any misuse of the Services, including in violation of any “Restrictions on Use of the Services,” please report it immediately to Scopely. Scopely assumes no responsibility for monitoring the Services for inappropriate User Content or end user conduct. If at any time, Scopely chooses in its sole discretion to monitor the Services, Scopely nonetheless assumes no responsibility for Content other than Scopely Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of any end user.
Third Party Links and Services
You are solely responsible for your interactions with other end users of the Apps and/or Services, providers of Third Party Services or any other parties with whom you interact on, through or in connection with any of the Apps and/or Services. Scopely reserves the right, but has no obligation, to become involved in any way with any disputes between you and such parties.
THE APPS AND SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND SCOPELY DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF THE APPS AND/OR SERVICES AND/OR CONTINUOUS AVAILABILITY OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SCOPELY EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE APPS AND/OR SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FOR A COURSE OF PERFORMANCE OR COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCOPELY MAKES NO WARRANTY THAT YOUR USE OF THE APPS AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS TO THE SCOPELY APPS AND/OR SERVICES WILL BE CORRECTED, THAT THE SERVICES OR THE SERVERS ON WHICH THEY ARE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION OBTAINED BY YOU ON, THROUGH OR IN CONNECTION WITH THE SERVICES OR THIRD PARTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THROUGH USER CONTENT OR THIRD PARTY ADVERTISEMENTS) WILL BE ACCURATE, RELIABLE, TIMELY OR COMPLETE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SCOPELY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) RESULTING FROM USE OF THE APPS AND/OR SERVICES, PROBLEMS OR TECHNICAL MALFUNCTION IN CONNECTION WITH USE OF THE APPS AND/OR SERVICES, ATTENDANCE AT A SCOPELY EVENT, ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH THE APPS AND/OR SERVICES, ANY USER CONTENT, ANY THIRD PARTY ADVERTISEMENT OR THIRD PARTY SERVICE TRANSMITTED ON, THROUGH OR IN CONNECTION WITH THE APPS AND/OR SERVICES, OR THE CONDUCT OF ANY END USERS OF THE APPS AND/OR SERVICES, WHETHER ONLINE OR OFFLINE. YOUR USE OF USER CONTENT, THIRD PARTY ADVERTISEMENTS, THIRD PARTY SERVICES AND THE GOODS OR SERVICES PROVIDED BY ANY THIRD PARTIES IS SOLELY YOUR RESPONSIBILITY AND AT YOUR OWN RISK.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APPS AND SERVICES, AND ANY INFORMATION TRANSMITTED OR RECEIVED IN CONNECTION THEREWITH, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, YOU ASSUME RESPONSIBILITY FOR THE ENTIRE COST OF ANY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY OR RECOVERY OR RECONSTRUCTION OF LOST DATA NECESSITATED BY YOUR USE OF THE APPS AND SERVICES.
Limitation on Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SCOPELY AND ITS LICENSORS, SUPPLIERS AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (THE “SCOPELY ENTITIES”) WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE APPS AND/OR SERVICES. NONE OF THE SCOPELY ENTITIES ARE RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA OR FOR ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED. NONE OF THE SCOPELY ENTITIES ARE RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY, OR ANY INFRINGEMENT BY A THIRD PARTY OF ANOTHER’S INTELLECTUAL PROPERTY, PRIVACY OR OTHER RIGHTS. IN ANY ACTION OR PROCEEDING AGAINST ANY SCOPELY ENTITY(IES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE ANY OF THE APPS AND/OR SERVICES, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE, THE DAMAGES TO WHICH YOU MAY BE ENTITLED SHALL BE LIMITED TO US$100.00. YOU HEREBY WAIVE YOUR RIGHT TO BRING ANY CAUSE OF ACTION YOU MAY HAVE AGAINST ANY SCOPELY ENTITY(IES) WITH RESPECT TO THE USE OF OR ACCESS TO ANY OF THE APPS AND/OR SERVICES ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF STATUTORY OR IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IN SUCH STATES OR JURISDICTIONS, THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION MAY NOT APPLY TO YOU. CONSEQUENTLY, IN SUCH STATES OR JURISDICTIONS, LIABILITY IS LIMITED TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.
YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF SCOPELY’S ACTS OR OMISSIONS OR YOUR ACCESS TO AND/OR USE OF ANY OF THE APPS AND/OR SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS AND/OR USE ANY PORTION OF ANY OF THE APPS AND/OR SERVICES.
THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SCOPELY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
United States Jurisdiction
Scopely provides the Apps and Services in the United States of America. Scopely does not represent that the Apps, Scopely Content and/or the Services are appropriate (or, in some cases, available) for use in other locations. If you use the Apps and/or the Services from a jurisdiction other than the United States, you agree that you do so of your own initiative, and you are responsible for complying with local laws as applicable to your use of the Apps and/or Services.
Not all of the App Products are available worldwide or nationwide, and Scopely makes no representation that you will be able to obtain any App Product in any particular jurisdiction, either within or outside of the United States.
U.S. Export Controls
Software available in connection with the Services is further subject to United States export controls. No such software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using such software is at your sole risk.
(1) To the fullest extent permitted by Applicable Law, Scopely and its agents, employees, predecessors in interest, successors, and assigns, and you agree that any Dispute (as defined herein) between you and Scopely, regarding any aspect of your relationship with Scopely, will be resolved in a binding, confidential, individual and fair arbitration process, and not in court. Each of you and Scopely agrees to give up the right to sue in court. The term “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any dispute, claim, demand, count, cause of action, or controversy between you and Scopely, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory. The term “Dispute” specifically includes, but is not limited to, any and all claims between you and Scopely in any way related to or concerning this Arbitration Agreement, any other aspect of this Agreement (including their applicability and their conformance to Applicable Law), any products or services provided by Scopely, any billing disputes, and any disputes relating to telephonic, text message, or any other communications either of us received from the other. The only exceptions to this Arbitration Agreement are that (i) each of you and Scopely retains the right to sue in small claims court and (ii) each of you and Scopely may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights. Disputes over whether these exceptions apply shall be resolved by the court in which such action has been brought; all other disputes over arbitrability shall be resolved by the arbitrator. Each of you and Scopely also agrees to give up the ability to seek to represent, in a class action or otherwise, anyone but each of you and Scopely (see paragraph 9 below). There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator must follow this Arbitration Agreement. The arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages).
(2) This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs the interpretation and enforcement of this Arbitration Agreement. This Arbitration Agreement shall survive termination of this Agreement.
Any arbitration between you and Scopely will be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Streamlined Arbitration Rules & Procedures effective July 1, 2014 (the “JAMS Rules”), as modified by this agreement to arbitrate. The arbitration shall be conducted by a single, neutral arbitrator, and if you and Scopely cannot agree on who that single arbitrator will be, the arbitrator will be appointed pursuant to the JAMS Rules, with the participation and involvement of Scopely and you pursuant to JAMS Rule 12. The JAMS Rules are available on its website at http://www.jamsadr.com/rules-streamlined-arbitration/. The Consumer Arbitration Minimum Standards are available at https://www.jamsadr.com/consumer-minimum-standards/. The arbitrator is bound by the terms of this Arbitration Agreement.
(4) If either you or Scopely wants to arbitrate a claim, you or Scopely must first send by mail to the other a written Notice of Dispute (“Notice”) that sets forth the name, address, and contact information of the party giving notice, the specific facts giving rise to the Dispute, the Scopely Service to which the Notice relates, and the relief requested. Your Notice to Scopely must be sent by mail, with a subject line of “Arbitration Notice of Dispute,” to Scopely, Inc. Attn: General Counsel, 3530 Hayden Ave., Culver City, CA 90232. Scopely will send any Notice to you at the contact information we have for you or that you provide. It is the sender’s responsibility to ensure that the recipient receives the Notice. During the first 45 days after you or we send a Notice to the other, you and we may try to reach a settlement of the Dispute.
If you and we do not resolve the Dispute within 45 days, either you or we may initiate arbitration in accordance with the JAMS Rules. Further instructions on submitting a Demand for Arbitration may be found at http://www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf. In addition to filing this Demand for Arbitration with JAMS in accordance with its rules and procedures, you must send a copy of this completed Demand for Arbitration to Scopely at the address listed above to which you sent your Notice of Dispute.
(5) You and Scopely acknowledge and agree to abide by the following rules for arbitration: (a) YOU AND SCOPELY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING, AND THE ARBITRATOR SHALL HAVE NO POWER TO AWARD CLASS-WIDE RELIEF; (b) Scopely will pay arbitration costs as required by the JAMS Consumer Arbitration Minimum Standards and consistent with paragraph 6 below; (c) the arbitrator may award any individual relief or individual remedies that are permitted by Applicable Law; and (d) each side pays his, her or its own attorneys' fees, except as otherwise provided in paragraph 8 below.
(6) JAMS charges filing and other fees to conduct arbitrations. Ordinarily, the claimant has to pay the filing fee to initiate arbitration, but if you wish to commence an arbitration against Scopely, you and Scopely acknowledge and agree to abide by the following:
(7) Regardless of how the arbitration proceeds, each of you and Scopely shall cooperate in good faith in the exchange of non-privileged documents and information as necessary in accordance with the JAMS Rules, and the arbitrator shall issue a reasoned written decision sufficient to explain his or her findings and conclusions.
(8) Each of you and Scopely may incur attorneys’ fees during the arbitration. Each side agrees to pay his, her or its own attorneys' fees unless the claim(s) at issue permit the prevailing party to be paid its attorneys' fees, and in such instance, the fees awarded shall be determined by the Applicable Law(s). In addition to whatever rights you may have to recover your attorneys’ fees under Applicable Law, if you prevail in the arbitration, and if Scopely failed to make a settlement offer to you before the arbitration or the amount you win is at least 25% greater than Scopely’s highest settlement offer, then Scopely will pay your reasonable attorneys’ fees in addition to the amount the arbitrator awarded. If Scopely wins the arbitration, you will be responsible for your own attorneys’ fees. In addition, if the arbitrator, at the request of the winning party, finds that the losing party brought a claim or asserted a defense frivolously or for an improper purpose, then regardless of the amount in dispute, the arbitrator must order the losing party to pay both sides’ arbitration fees and may order the losing party to pay the winning party’s reasonable attorneys’ fees, unless such an award of fees is prohibited by Applicable Law.
(9) 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 that party's individual claim. The arbitrator may not order Scopely to pay any monies to or take any actions with respect to persons other than you, unless Scopely explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order. Further, unless Scopely expressly agrees, the arbitrator may not consolidate other persons’ claims with yours, and may not otherwise preside over any form of a representative, multi-claimant or class proceeding.
(10) You and Scopely agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Applicable Law or court order.
(11) With the exception of subpart (a) in paragraph (5) (i.e., the waiver of the ability to proceed on behalf of multiple claimants or a purported class), if any part of this Arbitration Agreement is deemed invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subpart (a) in paragraph (5) is found invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, but the rest of this Agreement, including the provisions governing where actions against Scopely must be pursued, the choice of governing law, and our mutual waiver of the right to a trial by jury, will remain in effect and apply to any claim that, for this or any other reason, proceeds in court rather than in arbitration.
To the fullest extent permitted by Applicable Law, the Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions.
Except with respect to Disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement and to the fullest extent permitted by Applicable Law, you and Scopely agree to submit to the exclusive jurisdiction of the courts located in New York, New York to resolve any Dispute arising out of the Agreement, Apps and/or Services. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE APPS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
You agree to indemnify and hold the Scopely Entities harmless from and against any and all loss, liability, claim, demand, or expense including, but not limited to, reasonable attorneys' fees, incurred in connection with or in any way relating to any claim arising out of any breach by you of this Agreement or arising out of or in connection with your misuse of the Apps and/or Services (including, without, limitation, any use of your account, whether or not authorized by you), your violation of any rights of another or any Content that you Transmit through the Services. You also agree to release and discharge the Scopely Entities from any and all existing and future claims you have or may have, known or unknown, relating in any way to your use or inability to use the Apps and/or any of the Services.
Scopely does not knowingly accept, via any of the Apps and/or Services or otherwise, unsolicited submissions including, without limitation, submissions by you of blog ideas, articles, scripts, story lines, fan fiction, characters, drawings, information, suggestions, proposals, ideas or concepts. Scopely requests that you do not make any unsolicited submissions. Any similarity between an unsolicited submission and any elements in any Scopely creative work including, without limitation, a film, series, story, title or concept would be purely coincidental. If you do send any submissions to Scopely via any of the Apps and/or Services that are unsolicited (including but not limited to any Forum), however, you agree that (i) your unsolicited submissions are not being made in confidence or trust and that by making such submissions no contractual or fiduciary relationship is created between you and Scopely; (ii) any such unsolicited submissions and all intellectual property rights therein become the sole property of and will be solely owned by Scopely (and are not User Content licensed by you to Scopely under “Your Proprietary Rights in and License to Your User Content”) and may be used, copied, sublicensed, adapted, transmitted, distributed, publicly performed, published, displayed or deleted as Scopely sees fit; (iii) you are not entitled to any compensation, credit or notice whatsoever in connection with such submissions; and (iv) by sending an unsolicited submission you waive the right to make any claim against Scopely relating to any unsolicited submissions by you, including, without limitation, unfair competition, breach of implied contract or breach of confidentiality.
The failure of Scopely to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The Section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by Applicable Law. Except as otherwise expressly provided herein, if any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. This Agreement, together with all agreements and statements referred to herein and incorporated herein by reference, is the entire agreement between you and Scopely relating to the subject matter hereof and, except as otherwise provided herein, supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Scopely relating to such subject matter.
You agree that any notices the Scopely may be required by Applicable Law to send to you will be effective upon Scopely’s sending an e-mail message to the e-mail address you have on file with Scopely or publishing such notices on the informational page(s) of the Apps and/or Services.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Scopely as a result of this Agreement or your use of any of the Apps and/or Services. A printed version of this Agreement and of any notice related to it shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other business documents and records originally generated and maintained in printed form.
Nothing contained in this Agreement limits Scopely’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of any of Apps and/or Services or information provided to or gathered by us in connection with such use.
Please contact us at: email@example.com with any questions regarding this Agreement.