ZED CHAMPIONS TERMS OF USE
IMPORTANT NOTICE: These Terms of Use have been updated as of March 31, 2025 and shall supersede and replace all prior Terms of Use.
These Terms of Use (“the Terms” or “TOU”) and the Arbitration Agreement (see Section 17) form binding agreements between you (“You,” “User,” or “Participant”) and Virtually Human Studio Pty Ltd and its affiliates, including Virtually Human Inc. (“Zed” “Us, “We”, or “Company”) which provide all of the terms and conditions governing Your access and use of www.zedchampions.com and any related applications (the “Sites”) as well as Your creation of Your Zed user account (“User Account”), use of the Game on the Sites, and any transactions or dealings with Us in any way (collectively, the “Service”).
“ZED Champions” is a proprietary platform developed on the BASE blockchain network. ZED Champions is an interactive entertainment software product or application (the “Platform”) that utilizes digital “smart contracts” (“Smart Contract(s)”) to enable users to purchase, transfer, generate and race statistically unique digital thoroughbreds. The Platform, the Smart Contracts and the entertainment software product or application are collectively referred to in these Game Terms of Use as the “Game”. The “Platform” means the services provided through any URL or mobile application belonging to, or licensed to, Zed and branded as part of the “Zed Champions” family of games, including the website located at https://www.zedchampions.com and all subdomains, subpages and successor sites thereof, as well as all Games, features, tools and services available thereon.
IMPORTANT NOTICES:
THESE TERMS OF USE INCLUDE AN ARBITRATION AND CLASS ACTION WAIVER AGREEMENT WHICH REQUIRES THAT ANY PAST, PENDING, OR FUTURE DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND FOR YOUR OWN LOSSES ONLY. YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, MASS ARBITRATION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY.
OPT-OUT. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION ON A RETROACTIVE BASIS AND AS TO ANY FUTURE CLAIMS, AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION WITH US IN CONNECTION WITH YOUR USE OF OUR SERVICES, YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS OF ENTERING THIS AGREEMENT BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE “BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER” – SEE SECTION 17 OF THESE TERMS, BELOW. OPT-OUT REQUESTS SENT AFTER THE THIRTY (30) DAY PERIOD SHALL BE NULL AND VOID. EVEN IF YOU OPT OUT OF THE ARBITRATION AGREEMENT IN SECTION 17, ALL OTHER REMAINING SECTIONS OF THESE TERMS APPLY.
PLEASE READ THE FOLLOWING TERMS OF USE, THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SEE SECTION 17 BELOW), AND THE ZED PRIVACY POLICY CAREFULLY BEFORE USING THE SERVICES OFFERED IN CONNECTION WITH ANY ZED SERVICES OR WEBSITE OR APPLICATION. YOU AGREE THAT YOUR CONTINUED USE OR ACCESS OF THE SITE OR SERVICES SHALL BE SUBJECT TO THESE TERMS OF USE, WHICH FURTHER INCORPORATE AND INCLUDE THE PRIVACY POLICY, THE MARKETPLACE RULES AND ANY OTHER POLICIES THAT EXPRESSLY INCORPORATE THESE TERMS (COLLECTIVELY, “INCORPORATED POLICIES”).
IT IS AN EXPRESS CONDITION OF THIS AGREEMENT THAT ANY CLAIMS YOU MAY HAVE AGAINST ZED ARISING FROM ANY PAST, PRESENT OR FUTURE USE OF TRACKING SOFTWARE, INCLUDING BUT NOT LIMITED TO USE OF A META PIXEL, “COOKIES,” “GET REQUESTS” OR JAVASCRIPT IN HTML CODE OF ZED’S WEBSITE THAT INTERCEPTS, TRACKS, STORES, AND ANALYZES YOUR INTERACTIONS WITH ZED’S WEBSITE FOR PURPOSES OF OBTAINING DATA OR TARGETED ADVERTISEMENT ARE HEREBY FULLY WAIVED, RELEASED AND COMPROMISED. ZED SHALL HAVE NO LIABILITY TO YOU FOR ANY PAST, PRESENT OR FUTURE CLAIMS ARISING OUT OF OR RELATED TO THE USE OF TRACKING TECHNOLOGY.
Acceptance of Terms. You represent and warrant that You have the right, authority, and capacity to accept these Terms and to abide by them, that You are of legal age and that You have fully read and understood the Terms. You must read these Terms carefully in their entirety before checking the box for acceptance of these Terms. By using, or otherwise accessing the Service, or clicking to accept or agree where that option is made available, You confirm that you have read and agree to these Terms. If you do not agree to these Terms, then you may not access or use the Platform or Service. All of your activity on the Site or Platform and all or your transactions with Zed, including all events which occurred before your acceptance of these Terms, shall be subject to these Terms.
Certain portions, features, or functionalities of the Game, including, but not limited to, any purchases of Virtual Items made within the Game or website associated with the Game or any ability to bridge Virtual Items and/or the Game Token into the Game or withdraw Virtual Items and/or the Game Token from the Game to or from unaffiliated third party hosted or controlled platforms, marketplaces, networks or websites (collectively, “Third Party Platform(s)”), may be subject to different or additional terms, disclaimers, rules, guidelines or policies (“Additional Terms”), and we may pass along to you and/or impose on you such Additional Terms via postings, pop-up notices, links, or other means at the time that you access or use the relevant area, feature or functionality.
1. Changes to Terms of Use and Incorporated Policies
1.1 From time to time, We may modify or amend these Terms. If We do so, any such modifications or changes shall be reflected in the TOU or Incorporated Policies, as applicable, on the Site. We may also, but shall not be required to, notify You by email regarding any material changes to the TOU or Incorporated Policies. Whether You receive or review such notifications, You agree that You will be bound by any such changes and that it shall be Your responsibility to check the Terms Of Use, including the Incorporated Policies, as posted on the Site prior to accessing the Site or partaking in any Service. Your further use of the Service after any changes are posted shall constitute further consent and agreement to the terms as changed or amended.
1.2 From time to time, We may also modify any of the Incorporated Policies. If we do so, any such modifications or changes shall be reflected in the Incorporated Policies as posted on the Site. You agree that You will be bound by any such changes and that it shall be Your responsibility to check the Incorporated Policies as posted on the Site prior to accessing the Site or partaking in any Service. Your further use of the Service after any changes are posted shall constitute further consent and agreement to the Incorporated Policies as changed or amended.
1.3 If You have any questions about these Terms or the Incorporated Policies, please contact customer support at [email protected].
1.4 In the event of any conflict between the Terms and the Incorporated Policies, the Terms shall control.
2. Limited Revocable License (the “License”)
2.1 The License. Subject to Your agreement and continuing compliance with these Terms, we grant You a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable, license to access and use the Service, Games and Virtual Items (including the NFTs) solely for Your personal, private entertainment on the Platform and for no other reason (the “License”). Other than this limited, personal, revocable, non-transferable, non-sublicensable License to use the Virtual Items with the Service, You have no right or title in or to any such Virtual Items appearing or originating with the Service, or any other attributes associated with use of the Service or stored within the Service. You acknowledge and agree that Your License to use the Service is limited by these Terms and if You do not agree to, or act in contravention of, these Terms, Your License to use the Service may be immediately terminated. The Service is owned and operated by Company. Company may change, suspend or discontinue the Service at any time, including the availability of any feature, database, or content. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. We have the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Items as it sees fit in its sole discretion to the extent legally permissible, and We shall have no liability to You or anyone for the exercise of such rights.
2.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN YOUR ACCOUNT, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, ALL RIGHTS IN AND TO THE ACCOUNT ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF COMPANY. Company does not recognize the transfer of Accounts. You may not purchase, sell, transfer, gift or trade any Account, or offer to purchase, sell, transfer, gift, or trade any Account, and any such attempt shall be null and void and may result in the forfeiture of your Account.
2.3 This Service is licensed, not sold, to You. You agree that we and our own licensors own all rights, title and interest in and to the Service, including all intellectual property rights therein as further specified below in Section 12, and that we retain ownership of the Service even after any installation on Your device. You agree not to delete or in any manner alter the copyright, trademark or other proprietary rights notices or markings which may appear on the Service.
2.4 Except as identified and specified in these Terms, You agree not to:
rent, distribute, transfer, license, sub-license or otherwise assign any rights of any part of the Service to any third party;
copy, modify, create derivative works of the Service (including but not limited to any software that forms part of the Service), including, without limitation, making adaptations or modifications to the Service;
reproduce the Service or any part in any form or by any means;
exploit the Service in any unauthorized way whatsoever, including without limitation, by trespass or burdening network capacity;
disassemble, decompile, reverse engineer, or attempt to derive the source code of the Service, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law;
make the Service available to multiple users by any means, including by uploading the Service to a file-sharing service or other type of hosting service or by otherwise making the Service available over a network where it could be used by multiple devices at the same time;
misrepresent the source of ownership of the Service;
scrape, build databases or otherwise create permanent copies of any content derived from the Service without the prior written consent of Zed; or
use the Service in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party.
3. Eligibility
Your eligibility for continued use of the Service is contingent on Your ongoing compliance with these Terms, in particular:
3.1 You are over 18 years of age or the minimum legal age of majority whichever is higher in the jurisdiction in which you are located at the time of accessing or using the Service and are, under the laws of the jurisdiction(s) applicable to You, legally allowed to participate in the Games and access the Service;
3.2 You understand and accept that we are unable to provide You with any legal advice or assurances and that it is Your sole responsibility to ensure that at all times You comply with the laws that govern You and that You have the complete legal right to use the Service;
3.3 You will monitor Your User Account and ensure that no child under the age of 18 can access the Service using Your User Account. You accept full responsibility for any unauthorized use of the Service by minors and You acknowledge that You are responsible for any use of the Service, including use of Your credit card or other payment instrument by minors;
3.4 The Games are not available in every region. We reserve the right to restrict or block access to the Service based on Your location, any such blocked location, a “Restricted Territory”. The Restricted Territories shall include Australia, and the U.S. States of Arizona, Arkansas, Iowa, Louisiana, Maryland, Michigan, Montana, Nevada, South Carolina, Tennessee, Vermont and Washington. It is the sole responsibility of a User to determine whether the Game is legal and compliant with all regulations in the jurisdiction in which the User resides. PARTICIPATION IS VOID WHERE PROHIBITED BY LAW.
3.5 You participate in the Games strictly in Your personal capacity for recreational and entertainment purposes only;
3.6 You further represent and warrant that all information you supply to Us is complete and accurate. Knowingly submitting incomplete or inaccurate information may result in immediate termination of your Account, any License from Us, and any further participation or access to the Service, at Zed’s sole discretion, to the extent legally permissible;
3.7 You will not be involved in any fraudulent or other unlawful activity in relation to Your participation in any of the Games and You will not use any software-assisted methods or techniques (including but not limited to “bots” designed to play automatically) for Your participation in any of the Games. We reserve the right, in Our sole discretion, to invalidate any participation in the event of such behavior;
3.8 Employees and former employees (less than 6 months since cessation of employment) of Zed, any of its respective affiliates, advertising agencies, or any other company or individual involved with the design, production, execution or distribution of the Games and their immediate family (spouse, parents, siblings and children, whether the relationship is by birth, marriage or adoption) and household members (people who share the same residence at for least 3 months of the year) are not eligible to participate.
4. Your User Account
4.1 You must create a User Account in order to access or use the Service.
4.2 Creating multiple User Accounts per User to gain a competitive advantage is prohibited. In the event You open or try to open more than one User Account to gain a competitive advantage, all User Accounts You have opened or try to open may then be terminated or suspended and any Virtual Items may be voided in Our sole discretion. Only a natural person can create an account, and partnerships, joint ventures, and/or corporate accounts are prohibited.
4.3 You may not collude with or otherwise act in association or conjunction with other User accounts, whether formally or informally, in order to attempt to circumvent or circumvent these Terms; attempt to create or create an unfair competitive advantage and/or other unfair or artificial advantage in the Game; or attempt to unfairly or otherwise artificially influence Virtual Item value, including but not limited to through directing other Users regarding actions on such Users’ respective User Account, lending, trading, buying, repeatedly selling and/or selling Virtual Items below market value.
4.4 If You lose access to Your User Account, You must not register a new User Account. Rather, You must contact customer support to have Your Account status updated.
4.5 You are required to keep Your personal details up to date. If You change Your address, email, phone number or any other contact details or personal information, please contact customer support. If you provide Your name at registration, it must match any identification You provide for Your User Account verification.
4.6 You confirm that You will not share Your User Account or password with any other person or let anyone else access or use Your User Account without our written permission. You will not access or use a User Account which has been rented, leased, sold, traded, or otherwise transferred from the Account creator without our written permission.
4.7 If You become aware, or have reasons to suspect, that the security of Your User Account may have been compromised, including loss, theft or unauthorized disclosure of Your password and User Account details, You must notify us immediately.
4.8 You are responsible for maintaining the confidentiality of Your User Account and accept responsibility for all uses of the User Account, including any purchases (whether or not authorized by You).
4.9 If Your User Account is inactive for a period of ninety (90) days or longer, We reserve the right, in Our sole discretion to take action including, but not limited to, charging maintenance fees or the forfeiture of Your Account. You agree that We are not required to give notice to You prior to taking such action, although we may choose to do so in our sole discretion.
4.10 You will be able to open your Customer Account again by sending a request to the Customer Support team. All requests for the re-opening of an account will be evaluated by our Customer Support and Compliance teams, which shall abide by strict customer protection guidelines. We reserve the right to refuse to open or the right to close a User Account at our sole discretion.
4.11 If you wish to close your Customer Account, you may do so at any time by contacting us and submitting a request to close your Customer Account.
4.12 All Virtual Items are forfeited if your Customer Account is terminated or suspended for any reason, in Zed’s sole and absolute discretion, or if the Service is no longer available. To the extent legally permissible and in Our sole discretion, if your Customer Account, or a particular subscription for the Service associated with your Customer Account, is terminated, suspended and/or if any Virtual Items are selectively removed or revoked from your Customer Account, no refund will be granted, no Virtual Items will be credited to you or converted to cash or other forms of reimbursement.
4.13 User Account registrations may be limited to one Account registration per person or per IP address at our sole discretion.
5. Games
5.1 In addition to these Terms, Games offered on the Service may have their own rules which are available on the Service. It is Your responsibility to familiarize Yourself with the applicable terms of play and read the relevant rules before playing any Game.
5.2 We reserve the right to declare the result of any Game void, partially or in full, if, in our sole discretion, we deem it obvious that there was an error, mistake, misprint or technical error on the stakes, odds or software.
5.3 Zed reserves the right to cancel, suspend and/or modify all or any portion of the Service and/or the Games. In the event of modifying the Service and/or Game, a User’s continued enrollment and/or participation constitutes acceptance of the modified terms
6. Promotions
6.1 Any promotions, contests, and special offers offered via the Site are subject to these Terms, the Binding Arbitration Agreement and Class Action Waiver, as well as any official rules that may be published on the Site.
6.2 We reserve the right to withdraw or alter any such promotions without prior notice to You at our sole discretion.
6.3 We reserve the right at our sole discretion and without any requirement to provide a justification to exclude You from any promotions, contests or special offers that may be offered from time to time.
6.4 If, in the reasonable opinion of Zed, we form the view that a User is abusing any promotion, to derive any advantage or gain for themselves or another User, including by way of Fraudulent Conduct, we may, at our sole discretion, withhold, deny or cancel any advantage, bonus or promotional prize as we see fit, or terminate or suspend the User Account of such User at Our sole discretion.
6.5 We reserve the right to exclude You from any promotions, contests or special offers if we believe that You have tried to enter said promotions, contests of special offers by using more than one User Account or are otherwise engaging in any fraudulent or illegal activity (including participation that would be in breach of the law in Your local jurisdiction), whether or not You would have or might have won but for such activity. Where multiple entries/accounts have been used, we reserve the right to suspend those Accounts and withhold any promotional benefits.
6.6 You confirm that You grant us an irrevocable, perpetual, worldwide, non-exclusive, royalty-free License to use in whatever way we see fit, and without further acknowledgement of You as the author, any content You post or publish as part of a promotion, contest or competition.
7. Verification
7.1 You acknowledge that We, or a third party acting on our behalf, are entitled to conduct any verification checks (including but not limited to age and identity verifications and credit background checks) that we may reasonably require and/or that are required of us under applicable laws and regulations or by relevant regulatory authorities. You agree to comply with all verification checks in a timely manner.
7.2 You agree that we may restrict Your opening or use of a User Account pending any verification checks having been completed to our satisfaction.
7.3 The documents required may include, but are not limited to, photo identification, such as a government issued passport or driver’s license; a utility bill that matches the address registered on Your User Account; and source of wealth or source of funds documentation such as a payslip or bank statement.
7.4 In the event that any verification check cannot be completed for any reason, including Your failure to provide any requested documentation, then We may, in our sole discretion, terminate deactivate or otherwise restrict Your User Account.
7.5 You acknowledge and agree that We may use third party service providers to run external identification, location verification and other verification checks based on the information provided by You from time to time. You must enable and allow “Locations Services” on Your device or PC in order to operate the Service or access Your User Account.
8. Fraudulent Conduct
8.1 You will not, directly or indirectly (any such behavior described in this Section 8.1, “Fraudulent Conduct”):
a. hack into any part of the Games or Platform through password mining, phishing, or any other means;
b. attempt to modify, reverse engineer, or reverse-assemble any part of the Games or Platform;
c. knowingly introduce viruses, Trojans, worms, logic bombs, spyware, malware, or other similar material;
d. circumvent the structure, presentation or navigational function of any Game so as to obtain information that Zed has chosen not to make publicly available on the Platform;
e. engage in any form of cheating or collusion;
f. use the Service, Platform, or the systems of Zed to facilitate any type of illegal money transfer (including money laundering proceeds of crime);
g. participate in groups or take advantage of, or encourage others to participate in or take advantage of schemes, organizations, agreements, or groups designed to share hacks or money-making strategies;
h. provide identification documents (including, but not limited to, photographs, bills and lease documents) for the purpose of misleading Zed as to a User’s identity.
8.2 You must not use the Platform for any unlawful or fraudulent activity or prohibited transaction (including Fraudulent Conduct) under the laws of any jurisdiction that applies to you. We monitor all transactions to prevent money laundering.
8.3 If Zed suspects that you may be engaging in, or have engaged in fraudulent, unlawful or improper activity, including money laundering activities or any conduct which violates these Terms of Use, your access to the Service may be deactivated immediately and your Customer Account may be suspended, in the sole discretion of Zed. If your Customer Account is deactivated or suspended under such circumstances, Zed is under no obligation to reverse any purchases you have made and may take any such action in its sole discretion. You can lose Your user name as a result of account termination or limitation, as well as any benefits, privileges, earned items and purchased items associated with Your use of the Service, and the Company is under no obligation to compensate you for any such losses or results. In addition, Zed may pass any necessary information on to the relevant authorities, other online service providers, banks, credit card companies, electronic payment providers or other financial institutions. You further agree to cooperate fully with any Zed investigation into such activity.
8.4 If you suspect any unlawful or fraudulent activity or prohibited transaction by another User, please notify us immediately via the means of communication listed in the customer complaints procedure (described in Section 16).
9. Deactivation / Limitation / Suspension Of Account
9.1 Zed hereby reserves the right to deactivate, limit, or suspend any customer account held by You as a player (Your “Customer Account”) for any reason whatsoever at any time without notifying you at Our sole discretion.
9.2 Without limiting Section 9.1, we hereby reserve the right, at our sole discretion, to deactivate or suspend your Customer Account (notwithstanding any other provision contained in these Terms of Use) where we have reason to believe that you have engaged or are likely to engage in any of the following activities:
a. You breached, or assisted another party to breach, any provision of these Terms of Use, or we have a reasonable ground to suspect such breach;
b. You have more than one Customer Account on any Platform or You attempt to create more than one Customer Account on any Platform in an attempt to gain an unfair competitive advantage;
c. You utilize a proxy or control the Customer Account of another user to subvert the one Customer Account limitation or attempt to gain access to the Platform after Your Customer Account has been deactivated or suspended;
d. The name registered on your Customer Account does not match the name on the financial/bank account and/or the credit/debit card(s) used to make purchases on the said Customer Account;
e. Your communication with us through email, social media, or other means consists of harassment or offensive behavior or comments, including (but not limited to) threatening, derogatory, abusive and intimidating communications with Zed or its employees;
f. You threaten to initiate charge backs for legitimate purchases as a means to coerce Zed to take action, or not act, in a certain manner;
g. Posting, publishing, or transmitting, or causing the posting, publishing, or transmitting of statements and materials that are derogatory, defamatory, and libelous about Zed or individuals associated with Zed;
h. Your Customer Account is deemed to be an inactive for a period of twelve (12) months or longer;
i. You become bankrupt;
j. You provide incorrect or misleading information while registering or verifying a Customer Account including, but not limited to, name, state of residence, date of birth or age and/or any other identity details;
k. Your identity cannot be verified;
l. You attempt to use Your Customer Account through a VPN, proxy or similar service that masks or manipulates the identification of your real location, or by otherwise providing false or misleading information regarding your citizenship, location or place of residence, or by playing Games using the website through a third party or on behalf of a third party;
m. You are not over 18 years of age;
n. You are located in or participated from a Restricted Territory;
o. You have allowed or permitted (whether intentionally or unintentionally) someone else to participate using your Customer Account;
p. You have played in tandem with other User(s) as part of a club, syndicate, group, etc., or played the Games in a coordinated manner with other User(s) involving the same (or materially the same) actions, decisions, or selections;
q. Where Zed has received a “charge back”, claim or dispute and/or a “return” notification via a payment mechanism used on your financial/bank account or online wallet;
r. You have failed our due diligence procedures, or are found to be colluding, cheating, money laundering or undertaking any kind of fraudulent activity;
s. it is determined by Zed that you have employed or made use of any system (including, but not limited to, machines, computers, software or other automated systems such as bots) designed specifically to gain an unfair advantage and/or intentionally exploit mispriced markets that may be available occasionally on the Platform; or
t. it is determined by Zed that you intentionally and knowingly exploited (or attempted to exploit) system or data errors by making picks on obviously incorrect markets and lines (e.g. past post, reversed lines, and others);
u. You engage in any form of bonus or promotions abuse;
v. You abuse or misuse the Service or Platform in any manner;
w. You violate any provision of these Terms of Use.
9.3 If Zed deactivates or suspends your Customer Account for any of the reasons referred to in Section 9.2 above, you will be liable for any and all claims, losses, liabilities, damages, costs and expenses incurred or suffered by Zed (together “Claims”) arising therefrom and you will indemnify and hold Zed harmless on demand for such Claims.
9.4 If we have reasonable grounds to believe that you have participated in any of the activities set out in Section 9.2 above, then we reserve the right, in Our sole discretion, to terminate or suspend your Account, suspend or terminate any Virtual Items and prohibit participation in any Games, prohibit any further transactions or request for transactions via the Platform, and deny You access to the Platform and all Services.
9.5 If your Customer Account is confirmed to have been deactivated due to fraudulent or illegal activity by you, the redeemed value of any promotional prizes credited to your Customer Account will be forfeited, and Zed, in its sole discretion, may nullify any previously awarded promotional prizes, and seek recovery of such prize value.
9.6 The Service is a platform for recreational use only. If your Customer Account is determined, in our best judgment, to be professional or non-recreational, or involved in syndicate groups or arbitrage strategies, we reserve the right to limit your ability to play and terminate your Account, in our sole discretion.
9.7 If your Customer Account is deactivated, limited, or suspended you, and other members of your household, are not permitted to open a new account, unless expressly authorized by Zed in writing.
9.8 The rights set out in this Section 9 are without prejudice to any other rights that we may have against you under these Terms of Use or otherwise.
10. Intellectual Property
10.1 These Terms confer only the right to use the Service and they do not convey any rights of ownership in or to the Service.
10.2 All rights, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the Service will remain our sole property or where licensed from a third party their sole property.
10.3 Your use of the Games will not convey any ownership rights in the intellectual property to You. The titles, source and object codes, game client and server software, the “look and feel” of the Games, sounds, musical compositions, audio-visual effects, concepts and methods of operation, layout, text, data, User Accounts, themes, objects, characters and character likenesses, character names and character profile information, stories, dialogue, catch phrases, locations, artwork, animations files, images, graphics, documentation, gaming history and recording of game play, transcripts of any chat rooms, and moral rights, whether registered or not, and all applications related to the above will remain vested in us or any third party supplier of the Games.
10.4 Notwithstanding anything to the contrary in these terms, You acknowledge and agree that You shall have no ownership or other property interest in the User Account, and You further acknowledge and agree that all rights in and to the User Account are and shall forever be owned by and inure to the benefit of us.
11. Purchases; Virtual Currency and Items; Fees and Wallets; Game Token
11.1 Defined Terms. In the Service users may purchase, with “real world” money, a limited, personal, non-transferable, non-sublicensable, revocable license to use: (i) “Virtual Currency”, all for use in Games; and (b) “virtual in-game items or assets” (“Assets”, together with Virtual Currency, “Virtual Items”). Unless otherwise expressly authorized by the Game, you are only allowed to purchase Virtual Items from us or our authorized partners through the Service. Other defined terms include:
“External Wallet” means a Wallet created and owned by you (which, if applicable, may be enabled by the Services), or a third party, and of which Zed does not hold any custody or control (i.e., you or third party maintains sole control of any permissions, private keys and/or passwords) and from which Zed is not capable of initiating or executing any Transaction, unless expressly authorized by you through the use of the Services. An External Wallet may also be referred to herein as a “Non-Custodial Wallet”.
“Hosted Wallet” means, if applicable through the Services, a Zed-hosted custodial Wallet.
“NFT” means a one-of-a-kind, non-fungible, cryptographic token representing a unique digital asset for which there is no copy or substitute. An NFT cannot be substituted for another NFT as each NFT is distinctive and unique in some way. An NFT is not an investment, a medium of exchange and is not convertible virtual currency.
“NFT Transaction” means a Transaction involving NFTs being transferred from one Wallet to another.
“Non-Custodial Wallet” see definition of External Wallet above.
“Transaction” means a transaction in NFTs or financial currency within or initiated by the Services.
“Wallet” means a digital or technological mechanism used to deposit and store NFTs and cryptocurrency and/or otherwise initiate and execute Transactions.
11.2 Unless otherwise expressly authorized by the Game, (i) Virtual Items may be used exclusively within the Services and Game to purchase, gain access to and utilize certain limited rights within Games, (ii) solely represent a limited license right governed under these Terms, and are not redeemable for any sum of money, monetary value or other real world value at any time, and (iii) other than a limited, personal, revocable, non-transferable, non-sublicenseable license to use Virtual Items on and in the Service, including in or for any Games, You agree that you have no right, title or ownership in or to any such Virtual Items.
11.3 UNLESS OTHERWISE EXPRESSLY AUTHORIZED BY THE GAMES, YOU ACKNOWLEDGE AND AGREE THAT VIRTUAL ITEMS HAVE NO CASH OR MONETARY VALUE AND THAT NEITHER COMPANY NOR ANY OTHER PERSON OR ENTITY HAS ANY OBLIGATION TO EXCHANGE YOUR VIRTUAL ITEMS FOR ANYTHING OF VALUE, INCLUDING WITHOUT LIMITATION, REAL CURRENCY, AND THAT, IF YOUR ACCOUNT IS TERMINATED, SUSPENDED OR OTHERWISE MODIFIED OR IF YOUR RIGHT TO ACCESS THE SOFTWARE IS TERMINATED, THE VIRTUAL ITEMS AND YOUR ACCOUNT SHALL HAVE NO VALUE.
11.4 Company reserves the right to charge fees for the right to access or use Virtual Items, and/or may distribute Virtual Items without charge, in its sole discretion. For example, Company may, as a promotion or benefit of membership, provide Users with a certain amount of Virtual Items based upon the completion of an activity. You acknowledge and agree that Company may revise or take action that impacts the perceived value of or pricing for any Virtual Items at any time except as may be stated in writing.
11.5 Company has the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Items as it sees fit in its sole discretion, and Company shall have no liability to you or anyone else for the exercise of such rights. For example, Virtual Items may be lost, deleted from your Account, or forfeited when/if your Account is terminated, suspended or closed for any reason or when Company discontinues any part of the Service (or any Service provided therein).
11.6 The sale or transfer of Virtual Items is prohibited except where expressly authorized in the Game. Other than as expressly authorized in the Game, you shall not sell, redeem or otherwise transfer Virtual Items to any person or entity, including but not limited to Company, another You or any third party.
11.7 ALL PURCHASES AND REDEMPTIONS OF VIRTUAL CURRENCY AND VIRTUAL ITEMS MADE THROUGH THE SERVICE ARE FINAL AND NON-REFUNDABLE, EXCEPT AS REQUIRED BY APPLICABLE LAW.
11.8 You agree to pay all fees and applicable taxes incurred by you or anyone using an Account registered to you. Company may revise the pricing for the goods and services offered through the Service at any time. YOU ACKNOWLEDGE THAT COMPANY IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL ITEMS WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.
11.9 The Services and/or Games may involve the creation and use of either a Hosted Wallet or External Wallet by you and/or permit you to connect an External Wallet to the Services or to another External Wallet. The following terms shall apply to such Wallets and Transactions in connection therewith:
a. Wallet Deposits. Any deposits of NFTs or cryptocurrency to a Wallet may not be immediately available for use in the Services; they may be subject to delays, holds imposed to reduce fraud or other risks, or other limitations in Zeds’s discretion. You must not transfer NFTs or cryptocurrency that are not supported by Zed or certain Games to a Wallet, as indicated in the Services, Games and your Customer Account. If you transfer any Virtual Items, NFTs or cryptocurrency that are not supported by Zed or certain Games to a Wallet, such may be rejected by the Services or applicable Game or even permanently lost, for which Zed shall not be liable. NFTs and cryptocurrency in a Hosted Wallet can only be used in connection with Services and applicable Games and not for any transactions outside of the Services or applicable Games. If You wish to use your Virtual Items, NFTs or cryptocurrency for activities other than the Services and applicable Games, you must first transfer them to an External Wallet that is not connected to the Services.
b. Wallet Withdrawals. Should the Services allow or enable a withdrawal feature, on instructions from you through the Customer Account, the Services shall debit your Wallet and send the specified NFT or cryptocurrency to an External Wallet specified by you. You may be prohibited from withdrawing Virtual Items to an External Wallet. If the Services and/or Games allow you to withdraw an Asset to an External Wallet, you may lose permission of how the Asset will function within the Game. The Wallet will also be debited when you initiate an exchange Transaction that includes a debit of your specified NFT. Zed may freeze or debit your Wallet where it is required to do so by applicable law, to prevent fraud, protect security or where Zed believes that freezing a given NFT or Transaction is necessary. Without limitation, Zed may apply a cooling-off period for Transactions such that any NFTs or cryptocurrency involved in such Transaction cannot be withdrawn from the Wallet before a period of time determined by Zed, in its sole and absolute discretion. You represent that you are not purchasing NFTs for investment purposes nor as a conduit to obtaining other Assets, therefore a freeze on the contents of a Wallet shall not be the basis of a claim by You for economic or other losses. Fees may apply to deposit or withdrawals of NFTs and cryptocurrency and as otherwise set forth herein or in the Services. Zed reserves the right to impose delays, limitations, additional security features and other controls on Wallets and/or Transactions at its sole and absolute discretion.
c. External Wallets. If the Services and/or Games allow and enable the creation, use and/or connection of an External Wallet or Non-Custodial Wallet, you hereby grant Zed and its affiliates all rights, authority and permissions necessary to connect the Services, Games (if applicable), and your Customer Account to such Wallet in order to facilitate Transactions as initiated by you, which may occur through automated technological means, such as via a “smart contract”, according to your instructions and actions when using the Services and Games. If you withdraw an Asset to an External Wallet, then you lose permission of how the Asset will function within the Game.
As an External Wallet is considered a Non-Custodial Wallet, you are solely responsible for all use, maintenance, custody and control of such External Wallet (including maintenance and security of all passwords, seed phrases and/or private keys) and all actions taken and Transactions initiated and executed by you through an External Wallet. Zed does not maintain or assume any custody, control, or permissions with respect to any External Wallet or Transactions in connection therewith. You must familiarize yourself with the terms of use, technology and security protocols of any External Wallet (e.g. passwords; saving private keys in a safe place etc.), as Zed will not have the ability to recover any lost passwords, seed phrases or private keys associated with an External Wallet (or any ability to recover the External Wallet itself) and Zed shall have no liability to you for any loss thereof. External Wallets may levy fees on you for Transactions; Zed is not liable for any such fees. If an External Wallet rejects NFTs or cryptocurrency sent to it from a Hosted Wallet, Zed shall not be liable for any losses related thereto. You represent to Zed that any External Wallet used by you in connection with the Services is owned and controlled exclusively and directly by you and no other Person. Zed reserves the right to put a hold on funds from an External Wallet or block the use of an External Wallet for withdrawals from another Wallet connected to the Services where Zed is not satisfied, in its sole discretion, that the foregoing representation is true.
11.10 $ZED Token. You may be able to purchase Game specific $ZED Tokens via the Game (referred to as the “Game Token”), which may be used to purchase or redeem other Virtual Items, obtain in-Game services or benefits, or engage in various transactions or activities within the Game. The Game Token is used to govern and facilitate activities, participation and other interactions within the Game and between players, including to provide player rewards for engagement, loyalty, and/or achievement, as well as power the in-Game economy similar to any other Virtual Currency. The Game Token is intended solely to provide a utilitarian function within the Game and not intended or deemed to be a “security” or an investment because, among other things, it does not generate a yield or convey rights to future income, profits, or assets of a business. Specifically, the Game Token is not and should not be purchased with an expectation of profit, nor is the Game Token designed or marketed to create an expectation of profit, and players are not passively waiting for any third party to create such profit. Players of the Game are incentivized to use the Game Token to actively engage in activities and interactions within the Game, and to receive the benefits and other access offered only to users of the Game Token. In addition, player and Game transactions, participation, and activity using the Game Token within the Game economy are what power the Game and its ecosystem and not solely the efforts of any single party. The Game Token is used to power the digital economy of the Game (similar to any other type of game currency, including, for example, to pay for NFTs, activities and services within the Game, merchandise, special content, or other rewards, benefits or access offered by the Game, and also as Virtual Currency to provide intrinsic value to players by giving them exclusive engagement opportunities with the Game—like participation and/or membership in a digital social club, fan club or game guild. Purchasing the Game Token and holding it passively as an “investment” does not fulfill the primary intended purpose of the Game Token.
12. Terms of Sale of NFTs
12.1 When you purchase or procure NFTs for use in the Games and on the Platform, You are agreeing to the following terms and conditions, which apply to You and any subsequent person to whom you sell the NFTs, or to whom you otherwise transfer the NFTs you procured.
12.2 Applicability of NFT Terms
All NFTs purchased or procured by You are subject to the terms of this Section 12 and by purchasing or procuring any NFT you are agreeing to be bound by these terms.
The use of any NFTs is subject to, without limitation, these TOU, the Marketplace Rules and our Privacy Policy and any ancillary document relating to the license referred to in clause 12.4(a).
12.3 Purchasing NFTs
Sales of NFTs
a. We may list NFTs for sale from time to time, which may be stand-alone or as part of a bundle of other digital goods.
b. Orders placed for NFTs are non-refundable, cannot be cancelled for change of mind, require payment in full of the purchase price at the time of purchase and may require that you connect or provide a Hosted Wallet for delivery of the NFT at the time of sale.
c. If you engage in a secondary sale of your NFT to another purchaser, that transaction may involve third party platforms or blockchain digital wallets which are not associated with us, and may be subject to transaction fees charged by that network. Should any transfer be conducted using a marketplace we provide, then fees and charges may apply to those transactions payable to us at the time of the transaction.
Pre-conditions to Sale
a. You must make payment in full in any nominated Virtual Currency or via any other nominated payment method as a pre-condition to any purchase of an NFT.
b. In the case of a primary sale, we will have no obligation to transfer any NFT to you until we have received the purchase price in full for any NFT. If you make payment to our Wallet, you must ensure your transfer is made to the correct wallet address.
c. In the event that any payment is reversed or becomes invalid, including via either a double spend attack or recall or refund request by a payment processor, you agree to immediately return to us any NFTs the subject of a sale where the purchase price has no longer been retained in full by us.
Title and Risk
a. Risk and title in any NFT purchase transfers to you upon purchase of the NFT and you are responsible for ensuring your Wallet is accurately linked. If you lose your private key or login or seed phrase for your Digital Wallet you will lose access to your NFTs stored in your Wallet.
Refunds – Risk in value of Digital Currency
a. Where the purchase price has been paid in a Virtual Currency or Game Token and you are entitled to a refund for any reason, you agree the refund is to be made in Virtual Currency or Game Token, or at our option in fiat currency equivalent to the value of the Virtual Currency or Game Token used in the initial transaction on the date the purchase price was paid.
Gameplay
a. NFTs purchased or procured by You may be used for gameplay on the Platform, which may provide additional features and services.
b. Gameplay on the Platform may be subject to further instructions, restrictions and terms and conditions.
c. We do not represent or guarantee that the Platform, including the Games, will be uninterrupted or maintained in the future.
12.4 Intellectual Property License in NFTs
a. We grant, to the party who holds an NFT we have issued for the time that party holds the NFT (Term), a license in respect of the art associated with the NFT purchase subject always to these terms in force at the date of sale or transfer together with any other terms and conditions which may apply to the NFT.
b. The License is assignable, transferrable and revocable on the terms of these terms, and is for your personal, non-commercial, royalty free use of the NFT (including to sell or transfer on a marketplace, subject to the Marketplace Rules) and to display and enjoy the art associated with the NFT while you hold the NFT.
c. Upon your sale of any NFT you hold, the License transfers to the purchaser who then holds the NFT and the ownership of that NFT will be subject to the License and these terms. For the avoidance of doubt, the transfer of the License does not constitute a commercial use for the purposes of clause 12.4(b).
d. With immediate effect upon your sale of the NFT you hold, your rights under the License pursuant to clause 12.4(b) shall cease to apply and will no longer be in force and effect. You will no longer be entitled to use the art (or any reproductions of the art) upon sale by you of the NFT.
e. Except as expressly stated in these terms, nothing in these NFT Terms are intended to, or shall operate to, give you ownership of any intellectual property rights in, or other rights in respect of the intellectual property.
f. There is no transfer of title or ownership of any intellectual property or any intellectual property rights upon the sale of the NFT under these terms.
g. The NFT may not be used in any way which would:
i. modify any art;
ii. use the art to market or to sell third-party products or for any other commercial benefit;
iii. use the art in connection with images of hatred, violence or other inappropriate behavior be reasonably considered to bring the intellectual property rights owner into disrepute;
iv. seek to trademark or acquire intellectual property rights in the NFTs;
v. take, appropriate or represent any ownership in the intellectual property;
vi. assert any right to or over the intellectual property in any manner inconsistent with the rights under these terms;
vii. take any action which would or might invalidate, challenge, oppose or otherwise put in dispute the owner’s title to the intellectual property;
viii. be reasonably seen to disparage the intellectual property rights of the owner;
ix. contravene the moral rights of the artist or licensor of the art;
x. contravene these TOU or the Marketplace Rules; or
xi. cause, permit or assist any other person directly or indirectly to do any of the above acts.
h. For the avoidance of any doubt:
i. the restrictions on the License survive termination or assignment transfer of the License; and
ii. the License granted under this clause is limited to the time you hold the NFT and upon your sale of the NFT to another party the License is assigned to the purchaser of the NFT and your rights under the License cease to have any effect, and you must draw to the other party’s attention the contents of these terms prior to your sale of the NFT;
iii. the sale by You of the NFT does not constitute a “commercial use” of the NFT for the purposes of these NFT Terms.
12.5 Acknowledgements. You acknowledge and agree that:
a. we provide NFTs solely on a proprietary basis and if we transact with you we do so solely on a bilateral basis;
b. NFTs are not intended for speculative use, are not sold or represented to be financial product and nothing we publish is in any way financial advice to you or any other person;
c. NFTs may experience or may have extreme price volatility, including being worthless in the future;
d. we are not providing and will not provide any fiduciary, advisory, brokerage, exchange or other similar services to you or any other person;
e. you are solely responsible for any decision to enter into a transaction subject to these terms, including the evaluation of any and all risks related to any such transaction;
f. a significant degree of IT sophistication is required to safely deal in and store NFTs of any kind using a Wallet;
g. transfers of any NFTs are for transaction purposes only;
h. we are not responsible for any loss caused by your failure to act in accordance with our policies, procedures or in accordance with our reasonable directions;
i. you purchase NFTs entirely at your own risk and understanding and we have not made any representations or warranties as to the IT security or ongoing availability of such NFTs or the art or that your access to use your NFTs will be uninterrupted, timely or secure at all times;
j. you understand and acknowledge that your ownership of NFTs remains contingent upon you remaining in control of the seed phrases and private key(s) associated with your Wallet and that we will not store any information in connection with your Wallet beyond that required for the sale of NFTs;
k. we do not and cannot guarantee there will be any use for, or any particular price available for any NFT you purchase from us; and
l. we do not represent or guarantee any outcomes, or any financial return from your acquisition of any NFT from us, save the ability to hold the NFT and enjoy the License.
12.6 Warranties
You represent and warrant that in acquiring an NFT (from us or from a third party or existing NFT holder):
a. You are sufficiently experienced and educated to make decisions regarding the procurement or purchase of NFTs from us, including sufficient experience in dealing with and storing NFTs using a Wallet;
b. You have all necessary experience, resources, certificates, licenses, permits and approvals to procure or purchase of NFTs applicable in Your jurisdiction, and that any transactions under these terms or in your use of the NFT will be legal under the applicable laws of Your jurisdiction;
c. All information you supply is true and accurate as at the time it is given, and that any Wallet address you provide to us has been generated in accordance with best practice security measures and no other party, other than you or your authorized representative, has used, or has access to, the seed phrases, private keys or analogous passwords required to effect transfers from, the Wallet;
d. As far as you are aware, there are no facts, circumstances or other information which both:
i. you have not fully and fairly disclosed to us in a manner and to an extent that it would impact out ability to make a reasonable assessment of those facts, matters and circumstances prior to entering into a transaction to sell you an NFT;
ii. is of such nature and materiality that a reasonable person, had it been made aware of, could not reasonably be expected to consider prior to entering into a transaction for the sale of NFTs;
e. You are not involved in any capacity in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (nor which are pending or threatened) concerning NFTs;
f. If we request, you will identify and substantiate the source of funds involved in transactions to acquire NFTs;
g. No Game Token or Virtual Currency transferred to us as part of a purchase price has been derived from any illegal or unlawful activity;
h. You are the lawful owner of any Wallet nominated for delivery of NFTs and each Wallet is owned and operated solely for your benefit, and no person has any right, title or interest in your nominated Wallet; and
i. You have had the opportunity to obtain independent legal advice in relation to the terms and effect of these terms.
j. You represent and warrant to us that each of the above warranties is true and accurate, and not misleading or deceptive as at the date of these terms and, except as expressly stated, will be true, accurate and not misleading or deceptive each time an NFT or NFTs are provided to you.
- Copyright Infringement Notice
Zed requires our Users to respect the intellectual property rights of others. If You are the owner of copyright and You believe that Your work has been used in the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with a notice meeting all of the requirements of the Digital Millennium Copyright Act (“DMCA”). Your notice should contain the following information:
- a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a clear description of the copyrighted work or other intellectual property that You claim has been infringed;
- a description of where the material that You claim is infringing is located in the Service.
Your address, telephone number, and email address; - a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual property owner or authorized to act in the copyright or intellectual property owner’s behalf.
Before you file Your DMCA notice, please carefully consider whether or not the use of the copyrighted material at issue is protected by the Fair Use doctrine. If You file a DMCA notice when there is no infringing use, You could be liable for costs and attorneys’ fees.
Our agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
By email:
[email protected]
- Disruptions, Errors & Omissions
14.1 Disclaimer of Warranties. THE SERVICES, IN WHOLE AND IN PART (INCLUDING, WITHOUT LIMITATION, ALL CONTENT, AND USER MATERIALS), ARE PROVIDED, TRANSMITTED, DISTRIBUTED, AND MADE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY: (A) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (B) THAT DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; (C) THAT THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (D) AS TO THE QUALITY, ACCURACY, COMPLETENESS AND VALIDITY OF ANY INFORMATION OR MATERIALS IN CONNECTION WITH THE SERVICES; (E) THAT YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (F) THAT TRANSMISSIONS OR DATA WILL BE SECURE.
14.2 Exceptions. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES AND LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
14.3 We are not liable for any downtime, server disruptions, errors, lagging, or any technical or political disturbance to the Service or Games, nor attempts by You to participate by methods, means or ways not intended by us.
14.4 We accept no liability for any damages or losses which are deemed or alleged to have arisen out of or in connection with any Service including, without limitation, delays or interruptions in operation or transmission, loss or corruption of data, communication or lines failure, any person’s misuse of a Service or any errors or omissions in the Service.
14.5 In the event of a Service system malfunction, then all Game play on the Service will be void.
14.6 In the event of an error or malfunction in a Game, then all Game play resulting from the error or malfunction will be voided.
14.7 We reserve the right to remove all of or any part of the Games from the Service at any time. Any part of the Games that indicate incorrect behavior affecting, game data, or NFT ownership, that may be due to error, misconfiguration or a bug, will be cancelled and removed from the Service. We reserve the right to alter player balances and User Account details under such circumstances, at our sole discretion, in order to correct any mistake.
14.8 We may temporarily suspend the whole or any part of the Service for any reason at our sole discretion. We may, but will not be obliged to, give You as much notice as is reasonably practicable of such suspension. We will restore the Service, as soon as is reasonably practicable, after such temporary suspension.
14.9 We reserve the right to declare participation in a Game void, partially or in full, if, in our sole discretion, we deem it obvious that there was an error, mistake, misprint or technical error on the pay-table, win-table, minimum or maximum stakes, odds or software.
14.10 If You are incorrectly awarded any Virtual Items or prizes as a result of (a) any human error; (b) any bug, defect or error in the Service; or (c) the failure of any Games to operate in accordance with the rules of the relevant game, then We will not be liable to award You any such Virtual Items or prizes, and You agree that any such Virtual Items or prizes that have been awarded in error to Your User Account will be voided.
14.11 We retain absolute discretion in the event of a discrepancy between the result showing on a user’s device and the server software. Such discretion includes the authority to recognize the result showing on the server software as the official and governing result.
15. Limitation of Liability and Indemnification
15.1 Limitation of Liability. BY ACCESSING, USING OR DOWNLOADING THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT SUCH USE IS AT YOUR OWN RISK AND THAT NEITHER THE COMPANY NOR ANY OF THE PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR THE COMPANY OR ANY OF THEIR AFFILIATES, SUBSIDIARIES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, SUPPLIERS, ADVERTISERS, PAYMENT SERVICES PROMOTERS, PARTNERS, OR CONTRACTORS (COLLECTIVELY “RELEASED PARTIES”) ARE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, LEGAL FEES, EXPERT FEES, COST OF PROCURING SUBSTITUTE SERVICES, LOST OPPORTUNITY, OR OTHER DISBURSEMENTS) WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, THROUGH THE ACCESS TO, USE OF, RELIANCE ON ANY MATERIAL OR CONTENT ON THE SERVICES, OR BROWSING OF THE SERVICES OR THROUGH YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SERVICES, SPECIFICALLY INCLUDING ANY PAST, PRESENT OR FUTURE USE OF “COOKIES,” “GET REQUESTS,” PIXELS AND OTHER TRACKING TECHNOLOGY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
RELEASED PARTIES CANNOT AND DO NOT WARRANT OR GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, RELEASED PARTIES ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE, FOR ANY DAMAGES RELATING TO OR CAUSED BY ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION OF ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICES.
15.2 Indemnification. BY USING THE SERVICES, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS (INCLUDING REASONABLE ATTORNEY’S FEES AND COSTS OF SUIT) THE RELEASED PARTIES FROM ANY AND ALL THIRD PARTY CLAIMS AGAINST ZED RELATED IN ANY WAY TO YOUR USER ACCOUNT, YOUR USE OF THE SERVICES OR YOUR ACCESS TO THE SITE.
15.3 One Year Limitations Period. You and Zed agree that any claims, regardless of form, arising out of or related to the Site (including Services) or these Terms of Use or Privacy Policy must BE FILED within ONE (1) YEAR of the action, omission, event or occurrence giving rise to the claim or suit, after which such claims will be time-barred and prohibited, without regard to any longer period of time which may be provided by any period of limitation or repose by law or statute.
15.4 SOLE AND EXCLUSIVE REMEDY/LIMITATION ON RECOVERY. UNLESS OTHERWISE PROHIBITED BY LAW, IN ANY DISPUTE WITH THE RELEASED PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY UNDER ANY LEGAL THEORY FOR ANY LOSS OR DAMAGE WHATSOEVER ARISING FROM ANY CAUSE SHALL BE LIMITED TO RECOVERY OF THE AMOUNT OF YOUR OWN PURCHASES DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
15.5 YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS IN SECTION 14.1, AND THE INDEMNITIES, LIMITATIONS OF LIABILITY AND LIMITATIONS OF REMEDIES IN THIS SECTION 15, ARE MATERIAL AND BARGAINED-FOR BASES OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU AND ZED TO ENTER INTO THESE TERMS OF USE.
15.6 NOTHING IN THESE TERMS OF USE WILL OPERATE SO AS TO EXCLUDE ANY LIABILITY OF ZED FOR DEATH OR PERSONAL PHYSICAL INJURY THAT IS DIRECTLY AND PROXIMATELY CAUSED BY ZED’S NEGLIGENCE OR WILLFUL MISCONDUCT.
15.7 TO THE EXTENT ANY OF THE LIMITATIONS OF REMEDY, INCLUDING WAIVER OF THE RIGHT TO PRIVATE OR PUBLIC INJUNCTIVE RELIEF, ARE NOT PERMITTED BY LAW OF ANY APPLICABLE JURISDICTION, SUCH LIMITATIONS SHALL NOT APPLY AND SHALL BE DEEMED AS SEVERABLE AND STRICKEN FROM THESE TERMS. THE PARTIES AGREE FURTHER THAT SUCH PROVISION(S) SHALL NOT AFFECT THE ENFORCEABILITY OF THE TERMS OR THE ARBITRATION AGREEMENT (Section 17), WHICH THE PARTIES AGREE SHALL REMAIN IN PLACE AND IN FORCE LESS ANY SUCH STRICKEN PROVISIONS.
16. Customer Service and Initial Dispute Resolution Procedure
Customer Support
16.1 If You need customer service in relation to the Service, You may contact us by [email protected].
16.2 To protect Your privacy, all communications between You and Us should be carried out using or referencing the email address that You used to register Your User Account for the Service. Failure to do so may result in our response being delayed.
16.3 Any Participant posting or seen to be posting comments on Zed’s social media pages or elsewhere during the promotion that are considered bullying, spiteful or upsetting to other Participants, players and fans of Zed or aimed to disparage Zed, will have their comments removed, will be disqualified from the Games and subject to termination of their Account. Zed reserves the right to alert social media providers to any such behavior and the Participant may have his/her relevant social media account frozen pending investigation.
Initial Dispute Resolution Procedure and Conference
16.4 The parties shall use best efforts to resolve informally any customer service issue promptly and in good faith. If for some reason You are not satisfied or your claim is not resolved (a “Dispute”), You may then pursue arbitration as set out below in Section 17. However, You must first submit a Notice of Dispute as set forth in this Section 16 and engage in a conference either by telephonic or videoconference means with Zed prior to and as a condition precedent to initiating arbitration or any formal proceeding over a Dispute as required by Section 17.
16.5 Notice of Dispute Required Prior to Arbitration. The party initiating a claim over a Dispute must give notice to the other party in writing of its intent to initiate an informal dispute resolution conference. The initial conference shall occur within thirty (30) days after the other party receives such notice or within a time period required by law, unless an extension is mutually agreed upon by the parties.
16.6 All initial dispute resolution conferences shall be conducted individually, between Zed and You. Multiple individuals with Disputes cannot participate in the same informal telephonic dispute resolution conference. If a party is represented by counsel (which such representation will be at such parties’ sole cost and expense), counsel may participate in the conference, but each party shall also attend and participate in the conference.
16.7 To notify Zed that You intend to initiate an informal dispute resolution conference, please inform us by sending a Notice of Dispute to [email protected] and include the following information:
a. Your username and email address associated with Your User Account;
b. Your first and last name, as registered on your User Account;
c. Your residence address;
d. Your telephone number;
e. a detailed explanation of the complaint/claim and basis for the claim;
f. any specific dates and times associated with the complaint/claim (if applicable); and
g. the remedy, action or any amount You are seeking from Zed.
16.8 Upon receipt of Your Notice of Dispute, We will respond in writing within thirty (30) days after receipt of such Notice, unless an extension is mutually agreed upon by the parties.
Failure to submit a written communication with the information outlined above may result in a delay in our ability to identify and respond to Your complaint/claim in a timely manner, and may, in Zed’s discretion, extend the time period for resolution before a formal proceeding may be commenced, as permitted by these Terms.
16.9 The parties shall use their best efforts to settle any Dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a pre-condition to either party initiating a formal arbitration as provided in Section 17. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time of the initial Notice, then either party may initiate binding arbitration, to the extent permitted by law, as the sole means to resolve claims, subject to these Terms and the Arbitration Agreement.
16.10 The aforementioned Notice of Dispute and informal dispute resolution process is a condition precedent to commencing any formal arbitration proceeding under the Arbitration Agreement (Section 17 below), including litigation if you have successfully opted-out of the arbitration agreement. The parties agree that any relevant limitations period or other deadlines will be tolled solely by the amount of time the parties initiate and engage in this informal dispute resolution process.
16.11 Regardless of whether you decide to opt out of arbitration, the terms set forth in this Section 16 Initial Dispute Resolution shall remain in full force and effect as part of these Terms.
17 BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER
PLEASE READ THIS ARBITRATION & CLASS ACTION WAIVER AGREEMENT (the “Arbitration Agreement”) CAREFULLY BECAUSE IT REQUIRES YOU AND ZED TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMIT THE MANNER IN WHICH YOU AND ZED CAN SEEK RELIEF FROM EACH OTHER. THIS ARBITRATION AGREEMENT APPLIES TO ANY CLAIMS YOU OR COMPANY CURRENTLY POSSESS AND ANY CLAIMS THE PARTIES MAY RAISE IN THE FUTURE. WHILE YOU MUST AGREE TO THESE TERMS OF USE IN ORDER TO USE THE SERVICES, IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, THERE IS AN OPTION, DESCRIBED BELOW IN SECTION 17.12, TO OPT OUT OF THE ARBITRATION PROVISIONS. THE OPTION TO OPT-OUT IS TIME-LIMITED TO THIRTY (30) DAYS OF ENTERING THIS ARBITRATION AGREEMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you reside in or access the Service at any time while located in the United States, this Section 17 (Binding Arbitration Agreement and Class Action Waiver Agreement) shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms of Service.
THIS ARBITRATION AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH SETS FORTH HOW PAST, PENDING OR FUTURE DISPUTES BETWEEN YOU AND ZED SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION.
ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY.
THIS ARBITRATION AND CLASS ACTION WAIVER AGREEMENT ALSO REQUIRES THAT ANY PAST, PENDING OR FUTURE DISPUTES WITH THE COMPANY SHALL PROCEED FOR YOUR OWN LOSSES ONLY. YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION, OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OF OTHERS IN ANY TYPE OF CLAIM OR ACTION.
17.1 Acceptance of Terms. By using, or otherwise accessing the Service, or clicking to accept or agree to the Terms where that option is made available, you confirm that you have read and accept and agree to this Arbitration Agreement. Except to the extent that you may opt-out as provided below, all of your activity on the Website or Platform and all or your transactions with Zed, including all events which occurred before your acceptance of this Arbitration Agreement, shall be subject to this Arbitration Agreement.
17.2 Scope of Agreement to Arbitrate. You and Zed agree that any past, pending, or future dispute, claim or controversy arising out of or relating to any purchase or transaction by you, your access to or use of any Platform or the Service, or to this Arbitration Agreement, the Terms of Use, the Sweepstakes Rules or Privacy Policy (including without limitation any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability, or arbitrability of this Arbitration Agreement or the Terms of Use) (a “Dispute”), shall be determined by arbitration, including claims that arose before acceptance of any version of this Arbitration Agreement. In addition, in the event of any Dispute concerning or relating to this Arbitration Agreement — including the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims—you and Zed agree and delegate to the Arbitrator the exclusive jurisdiction to rule on their own jurisdiction over the Dispute, including any objections with respect to the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims or counterclaims presented as part of the Dispute.
17.3 Notwithstanding the above provision and Arbitration Agreement, all parties retain the right to seek relief in a small claims court for disputes or claims solely within the scope of a small claim’s court jurisdiction.
17.4 Lack of Estoppel or Preclusive Effect. The parties agree that any issues determined in arbitration or any other proceeding between the parties shall be conducted and decided for the benefit of the parties or express third party beneficiaries only and shall have no preclusive or estoppel effect against a party in any subsequent or other arbitration or litigation matter, such that all issues shall be decided anew in any subsequent or other proceedings involving either party. The parties reach this Arbitration Agreement in order to narrowly and efficiently tailor their legal positions without concern that any third party may attempt to offensively use any finding or determination of fact or law against You or Zed.
17.5 Third-Party Beneficiaries. You further agree and intend that this Arbitration Agreement and the Terms are entered into for the express benefit of your spouse, heirs, children and next-of-kin and shall bind same to the extent of any claims arising from your use of the Service which is brought by them or by any person for the use or benefit of your spouse, heirs, children and next-of-kin. Zed agrees also that this Arbitration Agreement is intended to benefit and shall bind any successor-in-interest or assignee of Zed.
17.6 Intellectual Property. Notwithstanding the requirement to arbitrate in this Section 16, you and Zed are NOT required to arbitrate any claims for the alleged unlawful use of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents, and the parties agree that in the event of infringement of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents of a party, they shall also be entitled to seek injunctive relief from a court of competent jurisdiction, and the parties shall not be able to hold out a user’s access to the Service as a basis to enforce this Arbitration Agreement as to such claims.
17.7 Separate Agreement. The parties acknowledge that this Arbitration Agreement is a separate agreement between the parties governed by the Federal Arbitration Act, and that any alleged or determined invalidity or illegality of all or any part of the Terms of Use, the Sweepstakes Rules, the Service, the Platform, or the Privacy Policy shall have no effect upon the validity and enforceability of this Arbitration Agreement.
17.8 Applicable Law. While the Federal Arbitration Act shall control, to the extent the law of any state is applied or considered with respect to issues bearing upon the enforceability or scope of this Arbitration Agreement, the parties agree that the law of the State of Delaware shall exclusively apply, notwithstanding any consideration or application of choice of law or conflicts of law principles.
INITIATING ARBITRATION UNDER JAMS RULES
17.9 Following the conclusion of the initial dispute resolution process required by Section 15, you or Zed may seek arbitration of a Dispute in accordance with the provisions of this Arbitration Agreement. You and Zed agree that JAMS (“JAMS”) will administer the arbitration under its Comprehensive Arbitration Rules and Procedures (“JAMS Rules”) in effect at the time arbitration is sought (“JAMS Rules”). The parties further agree that, to the extent applicable, the JAMS Mass Arbitration Procedures and Guidelines shall apply. The JAMS Rules referenced above are available at https://www.jamsadr.com/adr-rules-procedures/.
You and Zed further agree:
a. The arbitration will be handled by a sole arbitrator. The parties agree that the JAMS arbitrator must have the following minimum qualification: practicing attorneys or retired federal court judges who have at least ten years of substantive expertise in litigating and resolving of complex business disputes, including motions to compel arbitration and litigation or adjudication regarding whether disputes are arbitrable;
b. For purpose of Sections 16.1 and 21 of the JAMS Rules, the JAMS Streamlined Arbitration Rules and Procedures and JAMS Expedited Procedures shall not apply unless otherwise explicitly agreed to by all parties to the Dispute;
c. In lieu of JAMS Rule 15, the parties shall be presented with a list of eight (8) potential arbitrators, be allowed three (3) strikes and the parties shall rank those potential arbitrators in order of preference. JAMS shall select the arbitrator with the highest combined preference (e.g., if both parties select a potential arbitrator as their top preference, that arbitrator will be selected);
d. In lieu of JAMS Rule 18, the parties shall have the right to submit a dispositive motion at the outset of the arbitration to the Arbitrator in order to resolve issues other than the ultimate issue of fact. The submission and scheduling of such motions shall be addressed at a conference held before the JAMS arbitrator, and the Parties agree that any dispositive motions shall be resolved and the remainder of the arbitral proceeding stayed pending resolution, absent good cause and immediate necessity to proceed.
e. Unless and only to the extent prohibited under JAMS Rules, the arbitration will be held in Wilmington, Delaware or, at your place of domicile, and all such arbitrations will be conducted telephonically or via other remote electronic means;
f. The JAMS Rules will govern payment of all arbitration fees, currently available at https://www.jamsadr.com/arbitration-fees, You will only be required to pay arbitration fees of $250 in connection with any arbitration initiated under this Section 17, but You will still be responsible for paying your own attorneys’ fees;
g. Except as otherwise waived or limited under the Terms or this Arbitration Agreement, the JAMS arbitrator shall be authorized to award any remedies, including equitable or injunctive relief, that would be available in an individual lawsuit except:
i. In any arbitration arising out of or related to this Arbitration Agreement, the arbitrator(s) are not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages; and
ii. In any arbitration arising out of or related to this Arbitration Agreement, the arbitrator(s) may not award any incidental, indirect or consequential damages, including damages for lost profits;
h. The arbitration decision and award shall consist of a written statement signed by the Arbitrator regarding the disposition of each claim and the relief, if any, as to each claim. Unless the parties agree otherwise, the award shall be a reasoned award and contain a concise written statement of the reasons for the award;
i. Except as and to the extent otherwise may be required by law, the arbitration proceeding, pleadings, and any award shall be treated as confidential and shall not be used by the parties except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its confirmation and enforcement.
j. In the event JAMS is unavailable or unwilling to hear the dispute in accordance with this Arbitration Agreement, the parties shall agree to, or a court shall select, another arbitration provider subject to the procedural agreements of this Section 17; and
k. You and Zed agree that any award issued by the Arbitrator in excess of $50,000 in favor of either party, or any award which grants any form of declaratory or equitable relief that would significantly impact other Zed users or the operation of the Platform, may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election. The JAMS Optional Arbitration Appeal Procedures are available at https://www.jamsadr.com/adr-rules-procedures/.
17.10 Batch Arbitration. To increase efficiency of resolution, in the event 20 or more similar arbitration demands against Zed, presented by or with the assistance of the same law firm or organization or group of law firms or organizations working in coordination, are submitted to JAMS in accordance with the rules described above within a 60-day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Rules by (a) grouping the arbitration demands into batches of no more than 25 demands per batch (plus, to the extent there are fewer than 25 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (b) providing for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. For avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair your right to present any evidence or argument that you think particular to your case, so long as consistent with JAMS Rules. You agree to cooperate in good faith with Zed and JAMS to implement such a batch approach to resolution and fees.
17.11 By signing a demand for arbitration, a party certifies, to the best of their knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law (including attorney’s fees) for either party’s violation of this requirement.
OPTION AND PROCEDURE TO OPT OUT OF ARBITRATION
17.12 IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MAY OPT OUT OF THE ARIBITRATION AGREEMENT TO ARBITRATE BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT-OUT, THE ARBITRATION PROVISIONS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.
17.13 OPT-OUT. IF YOU DO NOT WISH TO AGREE TO THE PROVISIONS OF THIS SECTION 17 ARBITRATION AGREEMENT REQUIRING ARBITRATION AND CLASS ACTION WAIVER AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MUST, WITHIN THIRTY (30) DAYS OF ENTERING THIS ARBITRATION AGREEMENT, SEND AN EMAIL TO [email protected] WITH THE SUBJECT “OPT- OUT”. REQUESTS TO OPT OUT AFTER THE 30 DAY PERIOD SHALL NOT BE EFFECTIVE.
17.14 Whether to agree to arbitration is an important decision. It is your decision to make and you are not required to rely solely on the information provided in these terms of use. You should take reasonable steps to conduct further research and to consult with counsel (at your expense) regarding the consequences of your decision.
WAIVER OF CLASS RELIEF AND COLLECTIVE ACTION
17.15 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR ZED SHALL BE ENTITLED TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY. YOU MAY ONLY ARBITRATE OR LITIGATE ON AN INDIVIDUAL CLAIMS BASIS ONLY AND FOR YOUR OWN LOSSES ONLY. UNDER THIS ARBITRATION AGREEMENT, YOU MAY NOT PROCEED IN ARBITRATION OR COURT AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OR USE OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. YOU AND ZED ARE EACH WAIVING RESPECTIVE RIGHTS TO PARTICIPATE IN A CLASS ACTION. BY ACCEPTING THIS ARBITRATION AGREEMENT, YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN ANY PAST, PENDING OR FUTURE CLASS ACTION OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE PROCEEDING, INCLUDING ANY PROCEEDING EXISTING AS OF THE DATE YOU AGREED TO THIS ARBITRATION AGREEMENT.
17.16 Severability. This Arbitration Agreement applies solely to the extent permitted by law. If for any reason any provision of this Arbitration Agreement or portion thereof, is found to be unlawful, void, or unenforceable, that part of this Arbitration Agreement will be deemed severable and shall not affect the validity and enforceability of the remainder of this Arbitration Agreement which shall continue in full force and effect. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
END OF SECTION 17 ARBITRATION AGREEMENT
- Waiver of Jury Trial
18.1 EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE PLATFORM OR SERVICES OR ANY TRANSACTIONS BETWEEN THE PARTIES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.
- Miscellaneous
19.1 Entire Agreement. These Terms constitute the entire agreement between You and us with respect to Your use of the Service and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and us with respect to Your participation.
19.2 Tax. You are solely responsible for any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Game (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, sale or purchase of any Virtual Items or Game Tokens) (collectively, “Taxes”). You: (i) will pay or reimburse us for all Taxes and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such Taxes from payments made to us pursuant to these Terms. Zed reserves the right to deduct from your sales proceeds any required Taxes and collect and remit such amounts to the appropriate governmental authorities without liability or reimbursement to you.
19.3 Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the Game, including without limitation about how to improve the Game (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
19.4 Force Majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside of our reasonable control, including but not limited to an act of God, hurricane, war, fire, riot, earthquake, weather, pandemic or endemic, terrorism, act of public enemies, strikes, labor shortage, actions of governmental authorities or other force majeure event.
19.5 Severability. In the event any provision of these Terms is held unenforceable, such provision will be ineffective but shall not affect the enforceability of the remaining provisions. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
19.6 Assignment. These Terms are personal to You, and are not assignable, transferable or sub-licensable by You except with our prior written consent. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder to any third party without notice to You, and in such case the Terms shall apply to and bind any successor-in-interest or assignee of ours.
19.7 Third-Party Beneficiaries. You further agree and intend that these Terms are entered into for the express benefit of your spouse, heirs, children and next-of-kin and shall bind same to the extent of any claims arising from your use of the Service which is brought by them or by any person for their use or benefit.
19.8 Entire Agreement. These Terms contain the entire understanding between You and us, and supersede all prior understandings between You and us relating to the subject matter.
19.9 Business Transfers. In the event we undergo a change of control, merger, acquisition, or sale of assets, Your User Account and associated data may be part of the assets transferred to the purchaser or acquiring party.
19.10 Waiver. Our failure to assert breach or a violation of these Terms or otherwise failure to exercise any rights under these Terms shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future.
19.11 Survival of Obligations. SECTIONS 14, 15, 16, 17, 18, 19 and 20 SHALL BE DEEMED TO SURVIVE THE TERMINATION OF THESE TERMS OF USE OR YOUR USER ACCOUNT FOR ANY REASON.
19.12 Notice for California Users Under Civil Code Section 1789.3. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N – 112, Sacramento, CA 95834, or by telephone at 1(800) 952 – 5210.
20. Applicable Law and Jurisdiction
20.1 Governing Law. Subject to the Arbitration Agreement contained in Section 17, which is governed by the Federal Arbitration Act, the parties agree that these Terms and the related Service are governed by and shall be construed in accordance with the laws of the State of Pennsylvania, USA without regard to its principles of conflicts of law.
20.2 Exclusive Forum. Subject to the Arbitration Agreement contained in Section 17, the parties agree that any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination or invalidity of these Terms, will be submitted exclusively to state or federal courts in Wilmington, Delaware and You and we consent to the venue and personal jurisdiction of those courts. Notwithstanding the foregoing, any motion to compel arbitration or to enforce an arbitral award issued hereunder may be brought before any court of competent jurisdiction.
21. Responsible Gaming
21.1 We value responsible game play. Notwithstanding the fact that our Services are for amusement and promotion purposes only, Zed recommends the user play responsibly. If you are on a self-exclusion list, or other patron exclusion list of any jurisdiction applicable to you (which includes any statutory or regulatory exclusion lists or directories where individuals named therein are legally prohibited from playing casino or other related games), we encourage you not to use our Services or games. If you would like assistance limiting Your gameplay or excluding Yourself entirely, please contact [email protected]. If you or someone you know has a gambling problem, assistance can be accessed by calling or texting the National Problem Gambling Helpline at 1-800-GAMBLER.