1. GENERAL TERMS
1.1. Who We Are. This application (“Application”) is operated by Play & Earn, Inc. d/b/a “Duelit” (“Duelit”, “we” or “us”), a Delaware USA corporation with an address at Play & Earn, Inc. PO BOX 398065, Miami Beach, FL 33239. Duelit is a mobile skill gaming platform that turns mobile moments into a fun and profitable experience. We hope You will enjoy being a part of our community by participating in our games (“Games”) and using our other tools and services that we may provide from time to time (together with Games, the “Services”).
1.2. Your Account. These terms of service (“Terms”) govern Your (“You”, “Your” or “Player”) use of the Services. These Terms should be read carefully by You in their entirety prior to Your use of the Services or products. Please note that these Terms constitute a legally binding agreement between You and Duelit.
BY REGISTERING FOR AN ACCOUNT WITH US (Your “Account”), USING THE SERVICES IN ANY WAY, CLICKING “I ACCEPT” TO THESE TERMS, DOWNLOADING ANY SOFTWARE APPLICATION FROM US, OR REGISTERING FOR OR PARTICIPATING IN ANY GAMES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND ALL OBLIGATIONS AND RULES THAT MAY BE INCLUDED WITHIN EACH GAME IN WHICH YOU PARTICIPATE IN THEIR ENTIRETY; (B) AGREE TO BE BOUND BY THE TERMS, AS THEY MAY BE UPDATED FROM TIME TO TIME; AND (C) ARE AUTHORIZED AND ABLE TO ACCEPT THESE TERMS.
If You don’t wish to be bound by the Terms, do not click “I accept” and do not use the Services. Declining to accept these Terms means You will be unable to participate in any Games, or receive any Services from Duelit.
These Terms supersede all prior agreements between the parties in relation to its subjects matter and constitute the entire and whole agreement between You and the Company. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except for any express representation made by the Company in these Terms.
1.4. Changes to the Terms. You may not modify these Terms except in writing signed and accepted by both You and Duelit. Duelit reserves its right to amend, change, modify or revise the Terms at any time, in its absolute and exclusive discretion. We will notify You of any material changes by posting a notice on the Application of any material changes. The most up-to-date Terms will be available via the Application. If You do not wish to be bound by such updated Terms, You must stop using the Application and Services. If, however, You continue to use the Application and Services after the date on which the changes to the Terms become effective, You will be deemed to have accepted those changes.
2.1. General Eligibility. You represent, warrant and agree to ensure that Your use of the Application and/or the Services will comply with all Applicable Laws, statutes and regulations. The Company does not intend to enable You to contravene Applicable Law (as defined in Section 6.2). The offering or availability of the Application and Services shall not be deemed or interpreted as an offer or invitation by us to use the Application or Services, if You reside in a place in which such use is currently forbidden by law (including without limitation the Restricted Territories), or where the Company, in its sole discretion, elects not to offer Services. You shall be solely responsible for determining whether Your use of the Application and/or Services is legal in the place where You live and/or use the Application and/or Services.
2.2. United States (U.S.) Players. To be eligible to register an Account, to participate in any Game or receive Services, and/or to download Software, You must: (a) be a natural person who is the older of (i) 18 years of age or older, or (ii) the age of majority in their State of residence, and who is personally assigned to the email address submitted during Your Account registration; (b) have the power to enter into a contract with Duelit; (c) be physically located within the U.S. when accessing Your Account and participating in Competitions; (d) be physically located within a U.S. state in which participation in the Game You select is unrestricted by that state’s laws; and (e) at all times abide by these Terms.
If any one of these requirements is not met at any time, we may suspend or close Your Account with or without notice.
2.3. Non-U.S. Players. To be eligible to register an Account, to participate in any Game or receive Services, and/or to download Software, You must: (a) be a natural person who is the older of (i) 18 years of age or older, or (ii) the age of majority in their State of residence, and who is personally assigned to the email address submitted during Your Account registration; (b) have the power to enter into a contract with Duelit; (c) be physically located in a jurisdiction in which participation in the Game You select is permitted and unrestricted by that state or country’s laws; and (d) at all times abide by these Terms.
If any one of these requirements is not met at any time, we may suspend or close Your Account with or without notice.
3.1. Registration Form. In order to open an Account with Duelit, You must complete a new Player registration form accessible either directly through the Application or by using Your Facebook account.
When You create an Account, You will be asked to provide us with your name, a legitimate email address that You control, and a password. Please keep Your password secret because You are responsible for all activity taken through Your Account.
You will be asked to confirm the account through Your email. After the account is confirmed, You will need to enter additional information such as country of residence (if US, then include state and city), age, and consent to accept these Terms.
Duelit may, in its own discretion and without having to provide justification, refuse to open an Account or may close an existing Account.
You agree to cooperate and assist us as necessary in order to properly access and use the Services.
3.3. Player Representations and Warranties.
3.3.1. By opening an Account, You hereby represent, warrant, acknowledge and undertake that: (a) The details You submit during the registration process are true and correct, and that You will update them, immediately upon any change thereto; (b) You will not register using a fictitious name or an anonymous account; (c) Your Account is for Your personal use only and shall not be used by any third party, (d) Any funds You deposit in the Account may and will be used by You solely for playing the Games and/or using the Services; (e) the Company is not a financial institution and any funds in Your Account shall not accrue any linkage differentials and/or interest; (f) You are of sound mind and You are capable of taking responsibility for Your own actions; (g) It is Your responsibility to read and understand the Games rules and procedures and that You fully understand these rules and procedures; (h) You understand that the use of the Games carries with it a risk of losing funds wagered in the Games; (i) You will cooperate with the Company and provide it with all requested documentation in a full, complete and truthful manner; (j) You have verified and determined that Your use of the Services does not violate any laws or regulations of any jurisdiction that applies to You; (k) You are solely responsible for recording, paying and accounting to any relevant governmental, taxation or other authority for any tax or other levy that may be payable due to Your use of the Application (including, but not limited to, payment of winnings); (l) You will use the Services in good faith towards the Company and others using the Services; (m) You will be solely responsible for all Your losses resulting from playing the Games; (n) The Company may at its sole discretion, decide whether to open, maintain and/or close Your Account (provided that existing contractual obligations are honored), as well as close Your account and confiscate, seize, retain and/or hold all or part of the funds held in Your account and recover and/or forfeit any and all winnings paid to You or to which You are entitled – where You have broken any provision of these Terms; (o) You shall be solely responsible for maintaining the confidentiality of Your Player Account (including Your password), and for any and all actions and transactions taken in connection with Your Account by anyone who enters Your Account, and all such actions and transactions shall be deemed as actions and transactions taken by You; (p) You will immediately inform Duelit of any suspected unauthorized use of Your Account; and (q) You shall indemnify us and hold us harmless, from and against all claims, liabilities, damages, losses, costs and expenses, including legal fees, arising out of or in connection with any breach of these Terms by You, and any other liabilities arising out of Your use of the Application or any unauthorized use of the Application by any third party using Your Player Account.
3.3.2. You further represent, warrant, acknowledge and undertake that: (a) You will not use Your Account, and will not allow any third party to use Your Account, for any illegal actions; (b) In case You will perform any illegal action, the Company shall be entitled to disclose any and all of Your Account details, and other information to the relevant authorities, and to suspend and/or cancel Your Account and confiscate any and all funds in Your Account; (c) No money that You deposit into Your Account is tainted with any illegality and, in particular, does not originate from any illegal activity or source; (d) You shall be solely responsible for all losses, liabilities and damages incurred as a result of any illegal action performed by You and You shall indemnify us for any such losses, damages and liabilities; (e) You have not had an Account in the past which was terminated or suspended by the Company; and (f) We are not obligated in any form or manner to validate the consent granted to You by the owner of the means of payment which You use.
4. GAMES AND TOURNAMENT RULES
4.1 General. Once You have purchased credit, You will be able to choose from the following options: list of Games, recently played Games, popular Games or “Quick Challenge”. For each Game, a Player will be presented with 3 options: Practice; Challenge a friend or group of friends; or, if available, Tournament. All Games, including practices or tournaments, will be conducted pursuant to the specific rules that we provide for each Game on the Application and the Terms in effect at the time the Game or Tournament was initiated. Players agree to adhere to all such rules and guidelines, including cancellation deadlines, in order to avoid sanctions including but not limited to forfeiture of Game entry fees and/or winnings. If You challenge another Player or enter a Tournament, you have until 24 hours from the commencement of your challenge or Tournament to cancel your participation. Failure to cancel within such time frame or Your failure to participate will result in forfeiture of any credit.
4.2 Tournament. Any Tournament conducted by us on the Application will be governed by the Terms in effect at the time the Tournament was initiated. If a Tournament ends prematurely because of a bug or network failure/dropout, the Tournament will be forfeited. If a Tournament ends prematurely as a result of a Player disconnecting prematurely, that Player will be declared to have lost. If a Tournament ends prematurely due to an error on the game developer’s part (a bug, for example), the money will be refunded to your Account pending an investigation. If a Multiplayer Tournament ends in a tie, the Players will play in another Tournament(s) until such time as there is a definitive winner. Duelit reserves the right to close Your account and confiscate any existing funds if evidence of abuse/fraud is found.
5. CREDITS AND PAYMENTS
5.1. Purchasing Credits. Players will purchase credits to participate in the Games or Tournament via the Application. Players may be required to use a minimum number of purchased credits, or play a minimum number of games, as determined by Duelit and as may change from time to time, before the Player may withdraw funds pursuant to Section 5.3 below.
5.2. Withdrawals. Once You have played at least three (3) times as a paying customer, You may request a withdrawal of funds from Your available Account balance at any time. In connection with Your requested withdrawal, You will be asked to provide customary billing information such as name and billing address to Duelit’s third party payment processor, which is currently “Paypal.” Funds will be deposited into your PayPal account and we may assess a processing fee of up to U.S. $1.00 for any withdrawal of less than U.S. $50.00 and fees of 2% of the amount withdrawn for withdrawals of $10 or greater.
Processing of requested funds will be made on Friday each week, and must be requested by You at least forty-eight (48) hours prior to the weekly payout to allow time for processing; provided, however, that we may freeze Your Account and/or delay a request for withdrawal of funds pending completion of any investigation of reported or suspected abuse, verification of eligibility, or to comply with Applicable Laws. We are not liable for any loss caused by any unauthorized use of Your credit card or other method of payment by a third party (such as PayPal) in connection with the Services. Under no circumstances will any interest be paid to You in connection with withdrawal of Your funds for any reason. Once funds have been deposited into Your PayPal account, We will send a confirmation email to the email address provided by You, informing you that the funds have been successfully transferred.
5.3. Closing Accounts; Forfeiture of Funds. If You close Your Account, we will return the funds in Your Account subject to these Terms. If we unilaterally close or terminate Your Account for cause as allowed in these Terms, funds in Your Account may be forfeited and not returned to You.
5.4. Inactive Accounts. An Inactive Account is an Account that, for a period of six (6) months or more, has not had funds withdrawn or funds deposited. Although we do not have an obligation to notify Players that they have outstanding balances we will attempt to contact the Player to ensure the balance is returned to them.
5.5. Taxes. If You are a U.S. resident, we may send You an IRS Form W-9 and 1099-MISC or other appropriate form if Your winnings total U.S. $600 or more in any given calendar year. Depending on the state in which You reside, we may also send You additional federal or state tax forms. Without limiting the foregoing, we may withhold from Your existing Account balance and/or from future winnings any amount required to be withheld by Applicable Laws, including amounts due in connection with Your failure to complete relevant tax documentation, but You remain solely responsible for paying all federal, state and other taxes in accordance with all Applicable Laws.
5.6. Fees. If there are Fees charged to Your Account, You agree to pay those Fees. All Fees are stated in U.S. Dollars, must be prepaid, and are non-refundable, unless otherwise required by Applicable Law. You are fully responsible and liable for all charges, deposits and withdrawals made under Your Account, including any unauthorized charges, deposits or withdrawals. We may change the price of Services at any time, but no price change will affect Your past purchases.
5.7. Proof of Identity and Anti-Money Laundering Provisions. We reserve the right to check your transactions to prevent money laundering. We reserve the right to report any suspicious transactions to the relevant authorities. Your transactions may be held for review by us or by an authorized third party to insure against fraud. The following rules and policies apply to our Anti-Money Laundering (AML) and Know Your Customer (KYC) procedures:
(a) We do not allow the depositing of funds for that purpose unless the intended Player has registered with Duelit through the registration page and has created an Account and has confirmed his/her acceptance of these Terms. (b) We reserve the right to request documents to confirm Player identity, age, address and proof of depositing-card ownership prior to allowing any Player to use money on the Application. (c) No Player under the age of 18 is able to register with Duelit. A record of attempts of under-18 registrations is maintained for ongoing screening purposes. (d) We will maintain records of all current, attempted and past registrations. (e) Upon completion of all required fields and confirmation of agreement to these Terms, an email will be sent to you at the email address provided. You might need to confirm your email address in order to access all the services. (f) You will not be able to register using a fictitious name or an anonymous account. Fictitious names will be identified at the time funds are deposited to the Account and the Account will be immediately terminated. (g) When registering with us, the Account will not be opened unless the requested identity details are completed in full. Duplicate accounts will not be allowed and checks will be made at the time of registration. (h) We reserve the right to carry out enhanced due diligence on any Player who poses an additional risk and to report their transactions internally or to any applicable government or similar authority. (i) Enhanced due diligence may include checking public databases; additional identity verification; and/or additional information on the source of your funds.
6. COMPLIANCE WITH LAWS
6.1. Prohibited US States/Countries. You acknowledge that various rules, regulations and laws addressing sweepstakes, contests, and tournaments with entry fees and/or prizes may govern Your participation in Games (“Gaming Laws”), and that Gaming Laws are set up by each individual US state, country, territory, or jurisdiction. Therefore, we do not offer cash games to users participating in Games in any state in which such Game violates its Gaming Laws (“Prohibited Jurisdiction”), and if You are located in any Prohibited Jurisdiction then You may not participate in cash games.
In the United States, Prohibited Jurisdictions, as of the “Updated” date above, include: Arizona, Arkansas, Connecticut, Delaware, Florida, Illinois, Iowa, Louisiana, Maryland, Montana, South Carolina, South Dakota, and Tennessee. It is Your responsibility to determine whether the state, country, territory or jurisdiction in which You are located is a Prohibited Jurisdiction. We reserve the right (but have no obligation) to monitor the location from which You access Services, and we may block access from any Prohibited Jurisdiction.
6.2. Additional Laws. In addition to Gaming Laws, You may also be subject to the applicable state and federal laws of the United States of America, and the laws of the municipality, state, country, territory or jurisdiction in which You are located, including without limitation U.S. export laws (together with Gaming Laws, the “Applicable Laws”). You are solely responsible for Your compliance with all Applicable Laws. Access to Competitions may not be legal for some or all residents of, or persons present in, certain jurisdictions. SERVICES AND COMPETITIONS ARE VOID WHERE PROHIBITED. Your participation in Competitions is at Your own risk, and You agree not to hold us responsible or liable if Applicable Laws restrict or prohibit Your access or participation.
6.3. Legal Disclaimers. Despite our best efforts, we can in no way guarantee the status of laws nor that the interpretation of those laws will not change and negatively affect our Services. We reserve the right to modify, suspend, terminate and/or interrupt the Services if necessary in any and/or all territories without prior notice. We also reserve the right to limit the range our Services offered to You or any other Player in various territories. The availability of our Services doesn’t constitute an offer, solicitation and/or invitation by us for the use of our Services in any territories where such activities are prohibited by law. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LAWFULNESS OF YOUR PARTICIPATING IN ANY COMPETITION OR USE OF SERVICES, NOR SHALL ANY PERSON AFFILIATED, OR CLAIMING AFFILIATION, WITH US HAVE AUTHORITY TO MAKE ANY SUCH REPRESENTATIONS OR WARRANTIES.
7. ACCEPTABLE USE POLICY
We may temporarily or permanently ban users who violate these Terms, as determined by us in our sole discretion. You must conduct yourself in accordance with the following rules of conduct: (a) You may only use our Application, Services, or Software for lawful purposes. (b) You may not use our Application, Services, or Software in a way that breaches any laws or regulations. (c) You may not use our Application, Services, or Software for any unlawful and/or fraudulent purposes. (d) You may not use our Application, Services, or Software to send, receive, upload, download, use or re-use any material that doesn’t meet our content standards. (e) You may not use our Application, Services, or Software to transmit or procure unsolicited advertising or promotional material. (f) You may not use our Application, Services, or Software to transmit, send or upload any harmful programs or code designed to affect the operation of computer software or hardware. (g) You agree not to access without authority, damage or disrupt our Application, Services, Software, equipment or network, or any equipment, network or software owned or used by any third party. (h) You may not use or upload obscene, lewd, slanderous, pornographic, abusive, violent, insulting, indecent, threatening and harassing language of any kind, as determined by us in our sole discretion. (i) You will not impersonate other players. (j) You will not share personal information (Your name, phone number, home address, and password) with other users. (k) You will not transmit or upload any copyrighted, or trademarked materials in messages or postings. (l) You acknowledge that information disclosed in chat rooms, message boards, gameplay dialogue or via eMessages is revealed to the public, and Duelit is not responsible for information You choose to disclose to others. (m) Advanced fonts, java, tables, html, or other programming codes or commands are not allowed in messages. (n) You may not attempt to participate in any Service by means of automatic, macro, programmed, or similar methods. (o) You may not commit fraud with regard to any Service. (p) You may not make any commercial use of any of the information provided on the Application or through the Services nor make any use of the Application or Services for the benefit of a business. (q) You will not engage in any activity that interferes, interrupts or attempts to interfere or interrupt the operation of the Services or Software.
8. SERVICES AND SOFTWARE
8.1. Our Services. We may, with or without notice to You: (1) modify, suspend or terminate Your access to the Application, Services or Software for any reason without liability; and (2) interrupt the operation of the Application, Services or Software as necessary to perform maintenance, error correction, or other work. We may suspend or close the account of any Player who violates, or whom we reasonably believe may be in violation of or will violate, these Terms, at any time without notice and without liability. Also, and without limiting our other rights or remedies, if we believe You have violated these Terms, we may determine that Your winnings, if any, will be forfeited, disgorged or recouped by us.
8.2. Software. If You wish to participate in Games or receive Services, You may be required to first download certain proprietary Duelit software and/or mobile applications (together with the content included therein, any associated documentation, and any application program interfaces, license keys, and patches, updates, upgrades, improvements, enhancements, fixes and revised versions of any of the foregoing, is collectively “Software”). If You do not download the Software, You will not be able to participate in Competitions or receive relevant Services.
8.3. Beta Releases. For any Service that is identified by us as a “beta” version (“Beta Service”), You acknowledge and agree that a Beta Service may contain features that differ from the Service’s final release. We reserve the right, in our sole discretion, not to release a final release of a Beta Service or to alter its features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics. Beta Services may not be suitable for production use and may contain errors affecting proper operation and functionality.
8.4. Third Party Sites. You may be able to access third-party websites or services via the Software, Services or Application. We are not responsible for third-party websites, services, or content available through those third-party services. You are solely responsible for Your dealings with third-parties (including advertisers and game developers). Your use of third-party software, websites or services may be subject to that third-party’s terms and conditions.
8.5. Export Control. Duelit may be subject to United States export controls, and export controls of other jurisdictions. By downloading Software from Duelit, You warrant that You are not located in any country, or exporting the Software to any person or place, to which the United States, the European Union, or any other jurisdiction has embargoed goods.
You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any Software subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to Duelit any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. The assurances and commitments in this Section shall survive termination of this Agreement.
9. PROPRIETARY RIGHTS
9.1. Your Content. Subject to these Terms, You grant to us a worldwide, perpetual, unrestricted, royalty-free license to use, copy, modify, distribute, publish, perform, transmit, and display any and all communications, materials, content and information that You submit to us, whether directly or through the Application, Services or Software (“Content”), and waive any moral rights You may have in Content. Subject to these Terms, any communication or material You transmit to us, including any data, questions, comments, suggestions, or the like, will be treated by us as non-confidential and non-proprietary. Subject to these Terms, we may use Content for any purpose, without any compensation, accounting or other liability or obligation to You. If You use or share Content in a way that infringes others’ copyrights, trademarks, other intellectual property rights, or privacy rights, You are breaching these Terms. You represent and warrant to us that for the duration of these Terms You have (and will have) all the rights necessary for the Content You upload or share on the services and that the use of the Content, as contemplated in this Section will not violate any Applicable Laws. If Your Account is cancelled or terminated, we may permanently delete Your Content from our servers and we have no obligation to return Content to You.
9.2. Digital Assets. Some Services and Software may allow You to create digital objects, such as avatars. Such digital objects, in addition to any digital or virtual objects or assets we assign to Your Account, such as “Z”, virtual trophies or virtual goods, are collectively referred to as “Digital Assets”. You acknowledge that because all Digital Assets are created through the Software and/or Services, we solely and exclusively own all Digital Assets. To the extent we do not automatically own any Digital Asset, You hereby irrevocably, expressly and automatically assign to us, in perpetuity, all right, title and interest in and to such Digital Assets, including, without limitation, all copyrights, patent rights, trade secrets, trademarks, moral rights and all other applicable proprietary and intellectual property rights throughout the world. If You have any rights to Digital Assets that cannot (as a matter of law) be assigned to us in accordance with the foregoing, You unconditionally and irrevocably: (i) waive the enforcement of such rights against us; and (ii) grant to us an exclusive, irrevocable, perpetual, worldwide, royalty-free license (a) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally perform, and otherwise use and exploit such Digital Assets, (b) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from Digital Assets, and (c) to exercise any and all other present or future rights not yet known in Digital Assets. Subject to these Terms, we grant You a limited license to use Digital Assets through Your own Account solely for purposes and in furtherance of Your use of Services.
9.3. Ownership. All content of the Application, the Software, Services, and all Duelit products and services, and all Duelit logos, symbols, expansion names and symbols, play level symbols, trade dress or “look and feel”, and all Digital Assets, and all derivative works or modifications of any of the foregoing, and all related and underlying intellectual property (including without limitation patents, trademarks, trade secrets and copyrights), are our sole and exclusive property. We reserve all rights not expressly granted herein. Except as expressly set forth herein: no right or license is granted hereunder, express or implied or by way of estoppel, to any intellectual property rights and Your use of Services and/or Software does not convey or imply the right to use the Services or Software in combination with any other information or products.
10. COPYRIGHT COMPLAINTS
The Digital Millennium Copyright Act (DMCA) provides copyright owners who believe that their rights under the United States copyright law have been infringed by acts of third parties over the Internet with ways to protect their rights. If You believe that Your copyrighted work has been copied without Your authorization and is available in the Services in a way that may constitute copyright infringement, You can provide notice of Your claim to the designated agent listed below. For Your notice to be effective, it must include the following information: 1. A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property right that is allegedly infringed; 2. A description of the copyrighted work that You claim has been infringed upon; 3. A description of where the material that You claim is infringing is located in this game; Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number, and, if available, an e-mail address at which the complaining party can be contacted; 4. 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 5. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed. Duelit’s Designated Agent is: Play & Earn, Inc. Attn: Legal Department, PO BOX 398065, Miami Beach, FL 33239.
11. TERM AND TERMINATION
These Terms apply to You and to us from the date that You accept them as provided above, until termination of Your Account (whether by deactivation, cancellation, closure, expiration or termination by You or us). You may terminate these Terms at any time and for any reason by going to Your Account webpage and following the account closure process. Upon termination of Your Account, You must immediately discontinue use of the Services and the Software and Your Account and promptly uninstall and delete all copies of the Software. Immediately upon termination of Your Account, all license and rights granted to You under these Terms automatically terminate and You shall automatically forfeit the right to use Digital Assets. Your obligation to pay accrued Fees will survive any termination of these Terms. Any and all terms and conditions within these Terms which should, by their nature, survive termination of these Terms, will survive such termination.
We are not responsible for any delay or failure to perform any of our obligations under the Terms caused by an event outside our control (“Force Majeure”). Our performance will be deemed to have been suspended for the period of a Force Majeure event. We will make reasonable endeavors to end the Force Majeure event or find a solution by which our obligations can be performed despite the Force Majeure event. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL SERVICES, PRODUCTS, INFORMATION AND DATA PROVIDED OR MADE AVAILABLE BY US (INCLUDING WITHOUT LIMITATION DIGITAL ASSETS AND SOFTWARE) ARE “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND YOU ASSUME THE ENTIRE RISK WITH RESPECT THERETO. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT SERVICES, YOUR ACCOUNT, SOFTWARE, THE WEBSITE AND/OR DIGITAL ASSETS WILL BE SECURE, VIRUS-FREE, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SAME WILL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD PARTY COMPONENT, TECHNOLOGY, HARDWARE, SOFTWARE, OR SYSTEM. We are not responsible or liable for any damage, loss, or injury resulting from, relating to or arising out of (1) use, access, or attempted use or access of Services, Digital Assets, the Software or the Application; (2) downloading any information from the Software, Services or Application; and/or (3) violations of these Terms by other users. We have no responsibility to enforce these terms for the benefit of any Player. Some states do not allow the disclaimer of implied warranties; as such, the foregoing disclaimer may not apply to You in its entirety.
13. YOUR INDEMNIFICATION OF US
You will, at Your own cost and expense, indemnify and hold us and our directors, officers, employees and agents harmless from and against any and all claims, disputes, liabilities, judgments, settlements, actions, debts or rights of action, losses of whatever kind, and all costs and fees, including reasonable legal and attorneys’ fees, arising out of or relating to (i) Your breach of these Terms; (ii) any use of Your Account, the Application, the Software and the Services by any person including yourself; (iii) Your violation of Applicable Laws; and/or (iv) Your negligence or misconduct; and, if we instruct You in writing, You will, at Your cost and expense, defend us from any of the foregoing using counsel reasonably acceptable to us.
14. LIMITATIONS OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER WE, NOR OUR SUPPLIERS OR LICENSORS, WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOSS OF GOODWILL), OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR ANY INFORMATION, SERVICES, PRODUCTS OR SOFTWARE MADE AVAILABLE OR ACCESSIBLE TO YOU, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF WE OR OUR THIRD PARTY SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OUR MAXIMUM LIABILITY TO YOU ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS SHALL NOT EXCEED U.S. $50.00. THE EXISTENCE OF ONE OR MORE CLAIMS BY YOU WILL NOT INCREASE OUR LIABILITY. IN NO EVENT SHALL OUR SUPPLIERS OR LICENSORS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO OUR PRODUCTS, INFORMATION OR SERVICES. Certain jurisdictions do not allow limitations of liability for incidental, consequential or certain other types of damages; as such, the limitations and exclusions set forth in this Section may not apply to You.
15. DISPUTE RESOLUTION AND ARBITRATION
15.1. Arbitration. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE (“CLAIM”) ARISING OUT OF OR RELATING TO THESE TERMS AND/OR OUR SOFTWARE OR SERVICES MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED HEREIN. To the maximum extent permitted under Applicable Law, You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury.
This Section applies to any Dispute except for Disputes relating to the enforcement or validity of our intellectual property rights. The term “Dispute” means any dispute, action, or other controversy between You and us concerning these Terms, the Services or any product, service or information we make available to You, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law. In the event of a Dispute, You or we must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested. You must send any Notice of Dispute by U.S. Mail to Play & Earn, PO BOX 398065, Miami Beach, FL 33239. We will send any Notice of Dispute to You by U.S. Mail to Your address if we have it, or otherwise to Your email address. You and we will attempt to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, either You or we may commence arbitration.
15.2. Binding Arbitration. If You and we do not resolve any Dispute by informal negotiation any other effort to resolve the Dispute will be conducted exclusively by binding arbitration in English only in Atlanta, Georgia, USA. For purposes of such arbitration, these Terms shall be construed in accordance with the laws of the State of Georgia, USA (but not including any of its conflict of law rules which would direct or refer to the laws of another jurisdiction). All Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
15.3. Class Action Waiver. To the maximum extent permitted under Applicable Law, any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Neither You nor we will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. If this waiver is found to be illegal or unenforceable as to all or some parts of a Dispute, then it won’t apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.
15.4. Arbitration Procedure. If You are located within the United States, Canada, the United Kingdom or the European Union, or any of their territories, then any arbitration will be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules. You and we each agree to commence arbitration only in Atlanta, Georgia, USA. You may request a telephonic or in-person hearing by following the AAA rules. In a Dispute involving U.S. $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. If You are located in a country other than listed above, then arbitration will be conducted by the International Court of Arbitration of the International Chamber of Commerce (ICC) pursuant to UNCITRAL rules, and the arbitration shall be conducted in English only in Atlanta, Georgia, USA and the English version of these Terms (and not any translation) shall control, and both parties hereby agree to accord this arbitration agreement the broadest scope admissible under Applicable Laws, and that it shall be interpreted in a non-restrictive manner.
15.5. Time Limitation. To the extent permitted by Applicable Law, any claim or Dispute under these Terms must be filed within one year from the date of the cause of action. If a claim or dispute isn’t filed within one year, it is permanently barred.
15.6. Equitable Relief. You agree that we would be irreparably damaged if these Terms were not specifically enforced. Therefore, in addition to any other remedy we may have at law, and notwithstanding our agreement to arbitrate Disputes, we are entitled without bond, other security, or proof of damages, to seek appropriate equitable remedies with respect to Your violation of these Terms in any court of competent jurisdiction.
16. NOTICE TO CALIFORNIA RESIDENTS
Pursuant to Cal. Civil Code § 1789.3, please note that (a) Duelit is located at 1010 NE 2nd Ave, Miami, FL 33132 USA, (b) The fees and charges for the Services vary depending on the services selected by You, and (c) If You have a complaint regarding Duelit or desire further information on use of the Services, You may contact us via [email protected]. For complaints, You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 “R” Street, Sacramento, CA 95814 or by telephone at (916) 445-1254 or (800) 952-5210. 17. MISCELLANEOUS These Terms constitute the entire agreement between You and us pertaining to the subject matter hereof and supersede all prior or other arrangements, understandings, negotiations and discussions, whether oral or written. Our failure to require or enforce strict performance by You of any provision of these Terms or to exercise any right under them shall not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance. The provisions of these Terms are intended to be severable. If for any reason any provision of these Terms shall be held invalid or unenforceable in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect. Section titles in these Terms are for reference only and have no legal effect. No right or remedy of ours shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys’ fees and expenses. You may not assign any of Your rights or obligations under these Terms to a third party. We may transfer any of our rights or obligations under these Terms to a third party. Nothing in these Terms will be construed as creating any agency, partnership or any other form of joint enterprise between You and Duelit. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Please send any questions or comments to: Play & Earn, Inc. d/b/a “Duelit” PO BOX 398065, Miami Beach, FL 33239.