User Agreement

1 Introduction

1.1 Thank you for using Gearup Portal Pte Ltd's ("GearUp", "we", "us", or "our") products and services. These Terms of Use (including any additional terms and collectively referred to as "Terms") reflect the way our business works, and defines our relationship with you as you interact with our products and services.

1.2 Our Services and Software. These Terms apply to the interactive services provided to you through our gaming and software applications, websites operated by us, and any related services (including but not limited to sale of hardware products related to the foregoing) (together referred to as our "Services") and your installation and use of any software that we include as part of the Services, including, without limitation, mobile, desktop, and console applications, files, scripts, instruction sets, and related documentation (collectively, the "Software"). Unless expressly stated, references to the Services in these Terms include the Software and the hardware products provided to you for use with the Services or Software. In addition, when using our Services, you may be subject to any community guidelines or rules applicable to such Services which may be posted from time to time.

1.3 Age Requirement. Access to certain Services or features of our Services may be subject to age restrictions and may not be available to all users of the Services. If you are a "Minor" who is under the age of 18 (or the applicable age of majority where you live), then you must have your parent or guardian's permission to use certain restricted features within the Services or the Software. If you are the parent or guardian of a Minor, and you allow your Minor to use one or more restricted features within the Services or the Software, then these Terms apply to you and you are responsible for your Minor's activities on the Services and Software.

1.4 Privacy Policy. Your access and use of the Services is subject to our Privacy Policy, incorporated herein by reference. We may store, process, and transmit your data on servers outside of the region where you are located.

1.5 BY USING THE SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT UNDERSTAND OR AGREE TO THESE TERMS, PLEASE DO NOT USE THE SERVICES.

1.6 We may update these Terms from time to time, and we will use commercially reasonable efforts to notify you of any material changes to these Terms. You understand that you are fully responsible for checking if there are any updates to the Terms. You may refer to the "Last Updated" date at the top left corner of these Terms, which reflects the effective date on which the revised Terms come into effect. If you do not agree to the changes or revisions made to the Terms, you must stop accessing or using the Services immediately. Your continued access and use of the Services after the revisions come into effect will constitute your acceptance of the changes.

2 Accounts

2.1 You will make necessary efforts to protect your account information and keep it confidential. You may not share, sell or transfer your account as well as any of your rights or obligations under these Terms to anyone else or share your account information with others without our prior consent. You shall not collect or harvest any personal data of any user of the Services or the Software, including account names.

2.2 If you create a GearUp Account ("Account"), which allows you to access our (and our Affiliates' and partners') website and applications, then we may collect and process data associated with the Account as it's used on these websites and applications. Such data shall be processed in accordance with our Privacy Policy. If you access or log into the Services using your gaming or social media account (e.g., Apple, Discord, Facebook, Google, LINE, or Twitter, collectively "Third-Party Account"), then you should review and comply with the terms of use of the applicable Third-Party Account provider, as their terms of use apply in relation to your use of the Third-Party Account. You may be required to sign in through or bind your Third-Party Account to access certain Services. Your personal information may be collected and processed by a third-party provider when you use and access the third-party website or application. Any access or use of third-party websites and applications or the Third-Party Account is at your discretion. We have no control over these platforms and are not responsible for the third-party provider's performance or failure to perform in any respect, to the extent permitted by applicable law.

3 Services

3.1 License. Subject to your compliance with these Terms and applicable law, we hereby grant you a personal, revocable, non-assignable, non-sublicensable, non-transferable, non-exclusive, and limited license to install, access, and use the Services and Software that we make available to you. The license is granted for the sole and exclusive purpose of enabling you to use the Services and Software for your internal and personal purposes. The right of use shall mean the right to represent and implement the Services in accordance with its intended purpose, in SaaS mode via a connection to an electronic communications network or the right to download a single copy of any mobile or computer applications or other software provided to you in connection with our Services.

3.2 Restrictions.

(a) You must ensure that any permitted copy of the Software that you access or download contains the same copyright and other proprietary notices that appear on or in the Software.

(b) Unless permitted in these Terms, you must not: (1) host or stream the Services or Software; (2) allow third parties not acting on your behalf to access the Services or Software; (3) circumvent technological measures intended to control access to the Software; (4) develop, distribute, or use with the Software, products that circumvent the technological measures; (5) adapt, modify, translate, arrange, distribute, create derivative works, reverse engineer, disassemble, or decompile the Services or Software; or (6) duplicate, copy, rent, lease, sell, sublicense, assign, or transfer any portion of the Services or Software or your rights in the Services or Software.

(c) As part of the Services and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails, or other types of messages directly sent to you in connection with the Services or Software.

4 User Conduct and Content

4.1 Comply with Applicable Law. You must follow the law, regulation, decrees, orders, injunctions or other mandatory governmental limitations applicable to where you are located when using our Services. If any applicable law restricts or forbids you from using our Services, then you must follow such restrictions or stop using our Services.

4.2 Your Interaction with Other Users. You are responsible for your interactions with other users in the Services. We may monitor interactions between users of our Services, but we are not obligated to do so. We cannot be held liable for your interactions with our users, or for any user's actions or inactions. You release the GearUp Entities (as defined below) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you may have with another user. In entering into this release, you expressly and, to the extent possible under applicable law, waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

4.3 Content. Users may send, upload, communicate, transmit, generate, or provide in other methods, information, data, software, sound, photographs, graphics, video, tags, nicknames/usernames, or other materials ("Content") via our Services. You are solely and fully responsible for any and all Content that you may provide via our Services, either published in public or sent in private. In order to operate the Services, we must obtain from you certain license rights in your Content so that actions we take in operating the Services are not considered legal violations. By using the Services and uploading your Content, or through your prior consent, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) your Content but solely as required to be able to operate and provide the Services. You agree that these rights and licenses are royalty-free, transferable, sub-licensable, worldwide, and irrevocable (for so long as your Content is stored with us), and include a right for us to make your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose your Content to third parties if we determine such access is necessary to comply with our legal obligations. By posting your Content via our Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and authority necessary to grant the rights granted herein for your Content.

4.4 Content Restrictions.

Regarding such Content, you agree to comply with applicable law and to the following:

(a) You will not provide any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, discriminatory, promotes hate, politically-motivated, pornographic, sexually explicit or otherwise in violation of applicable law;

(b) You will not share or generate any Content that sexualizes minors or that is intended to facilitate inappropriate interactions with minors, other users, or the public (e.g., threats of serious bodily injury, threats to public safety, etc.);

(c) You will not provide any Content that contains viruses, corrupted data, or other harmful, disruptive, or destructive files;

(d) You will not provide Content that will be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidentiality;

(e) You will not provide any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes" or any other form of solicitation;

(f) You will not provide any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; and

(g) You will not provide any Content that contains anything that, in the sole determination of GearUp, is objectionable or inhibits any other person from using Services, or which may expose GearUp or its users to any harm or liability of any kind.

4.5 User Conduct.

By using our Services, you agree that you will not:

(a) create, use, offer, promote, advertise, make available, or distribute Cheats. "Cheats" means methods not expressly authorized by us (including exploitation of in-game bugs, whether accomplished using hardware or software) that influence or facilitate gameplay in a way that gives you or another player an advantage over other players not using such methods. Cheats include automation software that allows automated control of a feature of the game or the Service (bots), such as bots that automated control of a character in a game. Cheats also include, without limitation, hacks (unauthorized access or modification of the Software or Services), mods, or any other unauthorized third-party software purporting to modify, tamper with, scrape information from, copy, or reverse engineer any part of the Services and Software or connect to the Services, such as to simulating game user operations, changing the operating environment, modifying data to disrupt other users' game experience through external software, including but not limited to scripts (robots), plug-ins, button wizard software or third-party tools (e.g. the multi-open function under the simulator, synchronizer, record macro, keyboard mapping, cloud phone, etc.);

(b) use our Services for commercial purposes (unless otherwise specified in the Services) or for any purpose that a reasonable person is unlikely to believe is within the spirit of fair play, including but not limited to, attacking or killing teammates without cause, intentionally lowering scores, deliberately quitting matches, etc.;

(d) unless expressly permitted, transfer Virtual Points or Virtual Goods (defined below) in any way once you purchase it, including but not limited to attempting to trade the Virtual Points or Virtual Goods within our Services with real money/real items via any third-party platforms, or attempting to provide mediation, intermediary, or agency service for such trade in or outside our Services (collectively, "Real Money Trading", or "RMT"), including, but not limited to spamming, spreading RMT advertisements within or outside our Services, and conducting RMT via any in-game functions;

(e) attempt to gain undue advantage or benefits, such as unauthorized use of another person's credit card to purchase Virtual Points or Virtual Goods, repeatedly canceling purchase orders after earning free Virtual Points or Virtual Goods or after consuming Virtual Points or Virtual Goods, etc.

(f) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including not disclosing an applicable sponsorship or endorsement relationship when you leave a review;

(g) attempt to disable, impair, or destroy the Services and Software; and

(h) use our Services in any other way not permitted by these Terms or any applicable community guidelines or rules or in violation of applicable law.

5 Virtual Points and Virtual Goods

5.1 "Virtual Points" means the virtual currencies such as virtual gold coins, crystal and energy points available in the Services or Software. "Virtual Goods" means the items or features for use within our Services or Software, which may include without limitation, in-game consumables, card packs, chests and other items that are depleted during gameplay.

5.2 Ownership and License

Please note that the Services and Software are not being 'sold' to you; you have no ownership, title or other proprietary interests in and to the Services or Software regardless of whether access was 'earned' through gameplay or 'purchased' for monetary consideration. When you procure, earn or otherwise obtain Virtual Points or Virtual Goods, you receive a personal, revocable, non-assignable, non-sublicensable, non-transferrable, non-exclusive, limited license to use the Virtual Points or Virtual Goods solely within the applicable Services or Software for your personal and non-commercial use, unless expressly permitted elsewhere in these Terms. The license may be limited by or subject to third-party rights, for example, the license may be dependent upon GearUp continuing to have rights to content created and owned by a third party. Additionally, the license terminates when we cease to provide the Services, when your account is closed, or when your purchase order is canceled. Virtual Points and Virtual Goods have no real-world monetary value and cannot be sold, sublicensed, traded, transferred, or exchanged for money or other consideration, except we may operate a marketplace that permits you to buy, sell or trade Virtual Goods to or from other users.

5.3 Virtual Points Limits

We may establish certain conditions or limits in connection with the Virtual Points, including a maximum amount you may spend to purchase Virtual Points per transaction or per day, a maximum balance that may be credited to your account and limit certain Virtual Points to a single game offered by us. Any balance of Virtual Points shown in your account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of your limited license.

5.4 Payment Methods

To the extent that your use of the Services involves Virtual Points and unless otherwise specified in the Services, the system will first debit from the balance of the Virtual Points that you have paid for ("Top-up Balance") when you make purchases in the Services, and then debit from the balance of the Virtual Points that you earn for free if the Top-up Balance is insufficient. Your purchase will fail if both payment methods are unavailable.

6 Updates

Because we are constantly improving the Services and Software, we may update our Services from time to time, which may block your access to the Services for a period of time and result in the modification or unavailability of the content of the Services, including Virtual Goods (e.g., we might modify certain features of Virtual Goods for regulatory or legal reasons or to improve game experience). We are not liable for any losses incurred by you due to such updates. If the update materially affects your use of the Services, then we will make reasonable efforts to inform you of such updates in advance, or if there are unavoidable circumstances, notify you promptly after the fact.

7 Disclaimer and Limitation of Liability

7.1 Disclaimer

(a) The Services and Software are provided "AS-IS". To the maximum extent permitted by law, GearUp, its parents, subsidiaries, Affiliates, officers, directors, employees, agents, representatives, partners and licensors (collectively the "GearUp Entities") disclaim all representations, conditions, and warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. The GearUp Entities make no commitments about the availability, quality or consistency of the Services and Software.

(b) To the maximum extent permitted by law, the GearUp Entities further disclaim any warranty that (1) the Services and Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (2) the Services, Software, and the information related to the Services and Software will be complete, accurate, or reliable; (3) the quality of the Services and Software will meet your expectations; (4) any errors or defects in the Services and Software will be corrected; (5) the Services or Software can be accessed and used on any particular device or with any particular service plan; or (6) the Services or Software is or will be available in any particular geographic location.

(c) To the maximum effect permitted by law, we are not responsible or liable for (1) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or Software; or (2) the operation, compatibility, or interoperability with any other application or any particular system or device.

7.2 Limitation of Liability

(a) The GearUp Entities are not liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if we have been advised of the possibility of such damages), arising out of, or related to: (1) the use of or the inability to use our Services and Software, (2) the cost of procurement of substitute goods and services, (3) goods, services, data, or information purchased or received through the Services or Software, or (4) unauthorized access or alteration of your data.

(b) The GearUp Entities' aggregate liability, whether arising out of, or related to contract, tort, strict liability, or otherwise, will not exceed the lesser of (1) total amount you paid for access to the Services and Software during the six-month period preceding the event giving rise to the liability or (2) One Hundred U.S. Dollars.

(d) To the extent permitted by the applicable law, your sole and exclusive remedy in connection with our breach, termination or cancellation of these Terms or any term hereof, shall be an action for monetary damages. In no event shall you be entitled to enjoin, restrain or otherwise impair in any manner GearUp's or any GearUp Entities' distribution, exhibition, exploitation, advertising, publicity or promotion or any other means of exploitation of the Services and the Software or any subsidiary or ancillary rights in connection therewith. This section sets forth the entire liability of the GearUp Entities as well as your exclusive remedy with respect to access and use of the Services and Software.

8 Breach and Indemnification

8.1 In case we reasonably find that you have breached these Terms or any applicable community guidelines or rules, or we reasonably detect suspicious activity on your account, we may take such actions as we deem appropriate to the extent permitted by applicable law, including but not limited to: (i) removing any involved Content; (ii) restoring your gameplay data to the status before your breach; (iii) restricting your access to the whole or the part of the Services, Software, or your account; (iv) terminating your right to use our Services or Software; (v) taking legal action against you or disclosing relevant information to law enforcement authorities; and (vi) any other actions set forth in any applicable community guidelines and rules.

8.2 You understand that you are personally and fully responsible for your behavior while accessing/using our Services and agree to the maximum extent permitted by law, to defend (at our request), indemnify, and hold harmless GearUp Entities from and against all claims, losses, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and costs), relating to or arising under or out of the relationship between you and us described in these Terms, including but not limited to any breach of these Terms and your violation of any rights of any third party. You hereby agree that we shall have the right to control the legal defense against any such claims, demands, or litigation, including the right to select counsel of our choice and to compromise or settle any such claims, demands, or litigation.

9 Intellectual Property

9.1 GearUp and the logos and names associated with the Services and Software are our trademarks and service marks. Other marks, names and logos used in the Services, are the trademarks, service marks or logos of their respective owners. You are granted no right or license with respect to any of the trademarks, service marks or logos, as well as other intellectual property rights (including but not limited to design, copyright, patent) associated to and/or underlying the Services and Software ("Intellectual Property").

9.2 We retain all right, title, and ownership (including the Intellectual Property) in the Services, Software, and all associated data and content (including without limitation any Virtual Goods and Virtual Points and collectively referred to as "Work"). The Work is protected by international intellectual property law.

9.3 Notice of Infringement - DMCA Policy

(a) If you believe that any text, graphics, photos, audio, videos, or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the "DMCA"), by providing the following information in writing:

(1) identification of the copyrighted work that is claimed to be infringed;

(2) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Services;

(3) information for our copyright agent to contact you, such as an address, telephone number, and e-mail address;

(4) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;

(5) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and

(6) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

(b) Notices of copyright infringement claims should be sent by mail to the Affiliate address corresponding to the publisher of the Services or Software. All email correspondence should be sent to [email protected].

It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

(c) A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

10 Payment

10.1 Payment Terms

The Services may permit you to purchase certain other products or services ("Offerings"). You acknowledge and agree that all information you provide with regards to a purchase of Offerings, including credit card or other payment information (if applicable), is accurate, current, and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including any credit card you provide when completing a transaction. To the extent permitted by applicable law, when you purchase Offerings, you (a) agree to pay the non-refundable and non-cancellable price for such Offerings as set forth in the applicable Services, and all other applicable fees and taxes in connection with your purchase ("Full Purchase Amount") and (b) authorize us or our payment processor to charge your credit card or other payment method for the Full Purchase Amount. Orders will not be processed until payment has been received in full, and any holds on your account by any payment processor are solely your responsibility.

10.2 Subscriptions and Membership

This section applies only if the use of the Services or the Software are subject to your subscription to and membership of the same, and this section is not applicable to "Lootbar". Your membership may start with a free trial. The free trial period of your membership lasts for three (3) days, or as otherwise specified during your account sign-up. Free trials may not be combined with any other offers. To use the Services you must have Internet access and an Internet eligible device and provide us with one or more Payment Methods. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party such as the Apple App Store.

We will begin billing your selected Payment Method for membership fees at the end of the free trial period of your membership unless you cancel prior to the end of the free trial period. To view the specific details of your membership, including membership price and end date of your free trial period, go to your phone/account settings - "Subscriptions", then tap "Cancel Subscription". The subscription or membership cancellation method may vary depending on the platform, version, and device you are using to access our Services. If you have any questions regarding the status of your subscriptions or membership, you may contact the in-game customer services at any time.

Your Payment Method will be authorized for up to approximately 12 months of service as soon as you register. In some instances, your available balance or credit limit may be reduced to reflect the authorization; however, if you cancel prior to the end of your free trial, there will be no charges to your Payment Method. You will not receive a notice from us that your free trial period has ended or that the paying portion of your membership has begun. Your subscriptions and membership will continue and may automatically renew until terminated. You may cancel your subscriptions and membership at any time; however, unless permitted by the applicable law, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. You must cancel your subscriptions and membership before it renews in order to avoid billing of the subscriptions or membership fees for the next billing cycle to your Payment Method.

10.3 Refund Policy

(a) UNLESS OTHERWISE PROVIDED IN THESE TERMS OF USE OR REQUIRED BY APPLICABLE LAW, ALL PURCHASES WITHIN OUR SERVICES ARE FINAL, NON-REFUNDABLE, AND NON-CANCELLABLE. If you are purchasing hardware products from us, please refer to the Addendum (E-Shop Terms) for the applicable refund policy.

(b) The following provisions apply if you reside in the European Economic Area ("EEA"), Switzerland, or the United Kingdom:

(1) provided that (i) you have not started downloading or streaming a digital content (e.g., game add-ons), (ii) you have consented to waive the right to cancel the purchase, and (iii) your account balance for any Virtual Points is greater than or equal to $0, you can cancel the digital content purchased within 14 days from the date of purchase and receive a refund;

(2) Virtual Points and Virtual Goods will be delivered upon your purchase, subject to your consent, and are therefore final and non-refundable; and

(3) you can cancel your purchase of a subscription service and request a refund within 14 days from the initial transaction date, even after you start using the subscription. The refund may be reduced pro-rata to reflect the use you have had of the subscription.

you can cancel digital content (e.g., game add-ons) within 7 days from the date of purchase and receive a refund, provided that you have not started downloading or streaming it;
all in-game consumables (e.g., virtual currencies, card packs, chests and other items that are depleted during gameplay) will be delivered immediately and you will not be able to cancel the purchase if you start using the consumables delivered; and
you can cancel your purchase of a subscription service and request a refund at any time, even after you start using the subscription. The refund may be reduced pro-rata to reflect the use you have had of the subscription. The refund will also be subject to a penalty fee of 10% of the subscription price if you cancel your purchase after 7 days from the initial transaction date.

10.4 Taxes and Third-Party Fees

You must pay any applicable taxes and third-party fees (including, for example, mobile carrier fees, ISP charges, data plan charges, credit card fees, VAT, and foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.

10.5 Promotional Codes

We may offer certain promotional codes, referral codes, discount codes, coupon codes or similar offers ("Promotional Codes") that may be redeemed for discounts on future Offerings, or other features or benefits related to the Services, subject to any additional terms that we establish. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by us; (d) may be disabled or have additional conditions applied to them by us at any time for any reason without liability to us; (e) may only be used pursuant to the specific terms that we establish for such Promotional Codes; (f) are not valid for cash or other credits or points; (g) may expire prior to your use; and (h) may be withdrawn, revoked or amended in our sole discretion.

11 Dispute Resolution

11.1 Governing Law

(a) If you reside in the EEA, Switzerland, or the UK, then the laws of England and Wales will govern these Terms, without regard to principles of conflict of laws. Nothing in these Terms limits your right to initiate a proceeding according to mandatory laws of your country of residence.

(b) If you reside in North America, then these Terms shall be governed by California law, without regard to principles of conflict of laws. For any Dispute (defined below) deemed not subject to binding individual arbitration, you and we agree to submit to the exclusive jurisdiction of Orange County, California, or, if federal court jurisdiction exists, the United States District Court for the Central District of California. You and we agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party's rights to remove a case to federal court if permissible).

(c) If you reside outside of the EEA, Switzerland, the UK, or North America, then the laws of Singapore will govern these Terms, without regard to principles of conflict of laws. Nothing in these Terms limits your right to initiate a proceeding according to mandatory laws of your country of residence.

(d) The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

11.2 Informal Dispute Resolution

We are committed to customer satisfaction and we aim to resolve all your concerns amicably and efficiently. As a first step we always encourage you to contact our customer support team (available either in-game, in-app or on the game's official website) as this is usually the quickest and most efficient way to resolve potential problems. If the problem persists, you and we agree to give each other an opportunity to resolve any disagreements first through the following informal dispute resolution process before resorting to more formal means of resolution ("Informal Dispute Resolution"). To initiate Informal Dispute Resolution, a party must give notice in writing to the other party according to this Section ("Notice"). Notice to us must be sent to [email protected]. The Notice must (i) include your full name, address, in-game username or account ID), and contact email address; (ii) explain what the disagreement is about; and (iii) explain what you want as a solution. If we have a disagreement with you, we will send a Notice and a description of the disagreement to your email address or regular address associated with your Account. It is your responsibility to keep your Account contact information up to date.

Both you and we will endeavor to resolve the disagreement for a period of sixty (60) days after we receive the Notice, and during this period you agree that (i) neither party will submit the disagreement to arbitration or "small claims" or another court and (ii) all applicable statute of limitations and filing fee deadlines shall be tolled as of the day a compliant Notice was received by a party. You and we agree that either party has the option to ask the other to meet and confer telephonically for an informal dispute resolution conference ("Conference"). The Conference shall be individualized such that a separate Conference must be held for each user, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple users cannot participate in the same Conference unless all parties agree. If you are represented by counsel, your counsel may participate in the Conference, but you must also personally participate.

If the Dispute is not resolved within the sixty (60)-day period by Informal Dispute Resolution, you or we may start an arbitration or file in the appropriate court in accordance with these Terms.

11.3 ARBITRATION AGREEMENT

(a) The terms in Sections 11.3 through to 11.13 are collectively referred to as the "Arbitration Agreement" and will be applied to the extent permitted by applicable law.

(b) Applicability of the Arbitration Agreement. Any dispute, controversy, or claim arising out of or related to these Terms, the Software or Services, or any aspect of your relationship with us that cannot be resolved through Informal Dispute Resolution ("Dispute"), shall, to the fullest extent permitted by applicable law, be resolved exclusively by final, binding arbitration. This Arbitration Agreement will survive the termination of your relationship with us. For purposes of this Arbitration Agreement, Dispute will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.

(c) Confidentiality. You must keep the existence of the arbitration, all materials and documents exchanged during the arbitration proceedings, and the arbitration award confidential and you must not share with anyone except your attorney or other professional advisors, and then subject to the condition that they keep all materials and documents exchanged during the arbitration proceedings confidential. If an arbitrator orders any exchange of information during arbitral proceedings, you will seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise information, documents, testimony, or other materials that might be exchanged or the subject of discovery in the arbitration, before any such information becomes the subject of discovery in the arbitration.

(d) Arbitration Rules. The arbitration will be conducted in the English language before a single arbitrator. The arbitration hearing (if any) will be held by videoconference, unless either party requests an in-person hearing and the arbitrator agrees. Unless you and we otherwise agree, an in-person hearing will be held in the county where you reside (for U.S. residents), Irvine, CA (for non-U.S. residents), or as determined by the arbitrator (in the case of Batch Arbitration). A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). A Request to us should be sent by email to [email protected]. A Request to you will be sent to your email address or regular address associated with your Account. It is your responsibility to keep your Account contact information up to date. The Request must include: (1) the name, telephone number, mailing address, e-mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

11.4 Additional Terms - North America

If you reside in North America, then the following terms shall apply:

(a) FAA. These Terms affect interstate commerce, and the enforceability of this Section will be substantively and procedurally governed by the U.S. Federal Arbitration Act ("FAA"), 9 U.S.C. § 1, et seq., and federal arbitration law.

(b) Rules and Forum. The arbitration shall be administered by National Arbitration and Mediation ("NAM") in accordance with its Comprehensive Dispute Resolution Rules and Procedures (the "NAM Rules") in effect when the arbitration is commenced, as modified by these Terms. The NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the "NAM Mass Filing Rules") will apply if twenty-five (25) or more similar claims are asserted against us by the same or coordinated counsel or are otherwise coordinated ("Mass Filing"). The arbitrator's decision is final, except for a limited review by courts under the FAA, and can be enforced like any other court order or judgment. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. The parties' responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM Rules. The parties further agree that any Dispute must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, the parties agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

(c) Batch Arbitration. You agree that if there are twenty-five (25) or more individual arbitrations of a substantially similar nature filed against us by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, NAM shall (i) administer the arbitration demands in batches of 100 claims per batch (or, if between twenty-five (25) and ninety-nine (99) individual arbitrations are filed, a single batch of all those arbitrations, and, to the extent there are less than 100 claims left over after the batching described above, a final batch consisting of the remaining arbitrations); (ii) appoint one arbitrator for each batch; and (iii) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration"). Applicable statutes of limitations will be tolled for claims asserted in a Batch Arbitration from the time a compliant Notice has been received by a party until the Mass Filing is filed in NAM or in court. To the extent the parties disagree on any issue arising out of or relating to the Batch Arbitration, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Procedural Arbitrator"). The Procedural Arbitrator's fees shall be paid by us. This provision shall in no way be interpreted as authorizing a class, collective, or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision. All parties agree that arbitrations are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario, raise the same or similar legal issues, and seek the same or similar relief.

(d) Arbitrator. The arbitrator will be a neutral party (not a judge or jury) who is either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from NAM's roster of consumer dispute arbitrators, provided that if the Batch Arbitration process under subsection 11.4(c) is triggered, NAM will appoint the arbitrator for each batch. The arbitrator shall have exclusive authority to resolve any Dispute and aspect thereof, except that all Disputes arising out of or relating to class action waiver including any claim that it is unenforceable, illegal, void or voidable, or that it has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator, and any arbitration shall be stayed pending a decision by the court in such a matter.

11.5 No Class Actions

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and we agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a court decides that applicable law precludes enforcement of any of this subsection's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

11.6 Arbitration Fees

If you initiate arbitration, you will pay the filing fee required by NAM, up to the amount you would pay to file suit in a court of competent jurisdiction. We will pay all other fees and costs incurred in the arbitration, including the arbitrator's fees, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If we initiate arbitration, we will pay all fees and costs.

11.7 Opt-Out Procedure

You can reject this Arbitration Agreement by mailing us a written opt-out notice ("Opt-Out Notice") within 30 days after first becoming subject to this Arbitration Agreement. The Opt-Out Notice must be sent to [email protected] and must include your name, address, the email address associated with your Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have with us, which will remain in effect.

11.8 Severability

If any provision of this Arbitration Agreement is found to be unenforceable, the unenforceable provision shall be severed and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Orange County, California.

11.9 Survival

This Arbitration Agreement will survive any termination of your relationship with us.

12 Miscellaneous

12.1 Entire Agreement

These Terms constitute the entire agreement between you and us regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

12.2 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

12.3 Severability

If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions will remain in effect.

12.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

12.5 Force Majeure

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control.

12.6 Notices

We may provide notices to you via email, in-app notifications, or through other reasonable means. Notices to us must be sent to [email protected].

12.7 Contact Information

For any questions about these Terms, please contact us at [email protected].

11.5 Additional Terms - EEA, Switzerland, or the UK

We encourage you to refer to the Informal Dispute Resolution process (see Section 11.2). If you reside in the EEA or are making a claim against one of our entities based in the EEA, then you are also entitled to submit your complaint to the European Commission's Online Dispute Resolution ("ODR Platform"). ODR Platform allows EEA consumers to resolve disputes related to the online purchases of goods and services without going to court. Any Disputes between us not resolved by the Informal Dispute Resolution Process described above or through the ODR Platform, will be decided in the courts of London, England, except to the extent prohibited by law. If you are an individual consumer, then you may be entitled to invoke the mandatory consumer protection laws where you live, or bring legal proceedings in the courts where you live. If we need to enforce our rights against you as an individual consumer in the EEA, then we will do so in your country of residence.

11.6 Additional Terms - Rest of World

If you reside outside North America, the EEA, Switzerland, or the UK, then you agree that all Disputes shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC ("SIAC Rules") at the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The law governing this arbitration agreement shall be English. You further agree that following the commencement of SIAC arbitration, you will attempt in good faith to resolve the Dispute with us through mediation at the Singapore International Mediation Centre ("SIMC"), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol at the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms. The parties' responsibility to pay any SIAC fees and costs will be solely as set forth in the applicable SIAC Rules.

11.7 Arbitration Award

The arbitrator's award will be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

11.8 Costs of Arbitration

The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (for North America, as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

11.9 Waiver of Class Actions and Class Arbitrations

To the maximum extent permitted by applicable law, for any case not subject to the requirement to arbitrate (except to the limited extent discussed above for Mass Filings), you and we agree to only bring disputes in an individual capacity and shall not (a) seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity, or (b) consolidate or combine individual proceedings or permit another to do so without the express consent of all parties to these Terms and all other actions or arbitrations. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 11.4(c) entitled "Batch Arbitration." Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and we agree that the particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the courts indicated in subsection 11.1(b) above. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or us from participating in a class-wide settlement of claims.

11.10 Jury Trial Waiver

To the maximum extent permitted by applicable law, you and we agree to waive right to a jury trial. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

11.11 Opt-Out

You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to the following email address: [email protected], within 30 days after first agreeing or becoming subject to this Arbitration Agreement. Your notice must include your name and address, your in-game username or account ID, your contact email address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

11.12 Modification

We retain the right to modify this Arbitration Agreement in the future. Changes will be posted here, and you should regularly check for the most recent version. If we make any future, material change to this Arbitration Agreement, we will notify you through the contact information in your Account at least 30 days before such change becomes effective. Unless you opt out within thirty (30) days of such change becoming effective by informing us at the following email address: [email protected], your continued use of the Software and Services after the effective date of any changes to this Arbitration Agreement constitutes your acceptance of any such change. Changes to this Arbitration Agreement do not apply to any claim that was filed in a legal proceeding against us or you prior to the effective date of the modification. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (modified by any subsequent changes to these Terms you accepted) remain in full force and effect. We will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

11.13 Exceptions

Notwithstanding anything in these Terms to the contrary, you and we agree that each party may: (a) bring a qualifying claim over a Dispute in a small claims court or tribunal, or (b) seek equitable relief in court for infringement or other misuse of intellectual property. Notwithstanding the foregoing, each party reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights.

12 Miscellaneous

12.1 English Version

The English version of these Terms will be the version used when interpreting or construing these Terms.

12.2 Non-Assignment

You may not assign or otherwise transfer these Terms or your rights and obligations under these Terms, in whole or in part, without our written consent, and any such attempt will be void. We may assign or transfer our rights under these Terms to a third party without your consent.

12.3 Entire Agreement

These Terms set forth the entire agreement between you and us, and supersede and replace any and every other prior or contemporaneous agreement or understanding that may have existed between you and us.

12.4 Severability

If any provision of these Terms is held invalid or unenforceable for any reason, the remainder of these Terms will continue in full force and effect and such provision shall be ineffective only to the extent of such invalidity or unenforceability.

12.5 No Waiver

Our failure to enforce or exercise any provision of these Terms is not a waiver of that provision.

12.6 Contact Us

If you have any further questions about these Terms, please contact us via the in-game customer services or on the official websites of our Services.

13 Regional Terms

13.1 California Residents

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, then you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

13.2 EEA Residents

Please remember that the European Commission provides a platform, facilitating the out-of-court settlement of online disputes between consumers and professionals that is available here: https://ec.europa.eu/consumers/odr/.

14 Device-Specific Terms

14.1 Mobile Applications

The following terms and conditions apply to you only if you are downloading Software from the Apple App Store (hereinafter, the "App"). To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and us, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store's applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and we acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and we acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party's intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third-party terms of agreement when using the App. You and we acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

ADDENDUM

E-SHOP TERMS

1 Introduction

1.1 This Addendum ("E-Shop Terms") govern the use and access of e-shops operated by us ("E-Shops"). E-Shop Terms are incorporated into the Terms of Use. Unless otherwise expressly provided, any terms that are used in these E-Shop Terms shall have the meanings given to such terms in the Terms of Use.

1.2 These E-Shop Terms consist of additional specific terms which apply to you when you purchase products from our E-Shops. By purchasing products from our E-Shops, you are deemed to irrevocably accept these E-Shop Terms, which apply in addition to the Terms of Use. In the event of any inconsistency between these E-Shop Terms and the Terms of Use, these E-Shop Terms will prevail.

2. Payment and Shipping

2.1 Once your order is placed, and payment has been made, you will receive an order confirmation email with a summary of your order as well as your shipping and billing details. Payment can be made using credit cards, which are processed through third party payment channels. The type of credit cards accepted by these payment channels may vary depending on the jurisdiction you are in.

2.2 Once your order is confirmed (orders will be confirmed when we receive payment), we will prepare your items for shipping. Items may take one to four working days for processing to be shipped out. Delivery times depend on your location.

2.3 Once your order is shipped, you will receive a shipping confirmation email, notifying you that your items have left our warehouse. Details about the items contained in the shipment as well as a tracking number are included in the email. To track your package, simply click onto the link provided. Please note that it may take the shipping company up to 48 hours to update the status of the shipment and your tracking link may not work immediately. To see your order details and tracking number, you may also log into our shop using the email you used when making your purchase.

2.4 You are responsible for providing us with accurate and complete payment and shipping information. We take no responsibility and assume no liability for any loss or damages to you arising from inaccurate or incomplete shipping information and/or payment information entered by you or wrong remittance by you in connection with the payment for the products purchased. We reserve the right to check if you are duly authorised to use certain payment methods, and may suspend the transaction until we obtained the verification required or cancel the relevant transaction if we are of the view that you are not duly authorised to do so.

3. Cancellations, Refunds and Returns

3.1 You may cancel your order if the products are defective or you change your mind within 24 hours of your purchase and before the products are shipped out. If your products have been dispatched, you cannot cancel your order.

3.2 Defective Products. Within 30 days from the date of shipment (identified as the date of the Delivery Order), should you find that our product is defective (that is, our product is simply not working or is faulty in a certain way that prevents you from using the product as advertised), you may contact our online customer support at [email protected], providing details of your purchase (including the serial number of the product), the date of purchase, the issue(s) or defect(s) identified, as well as your contact email address.

3.3 Once you submitted a defect investigation request, you will be assigned with a RMA (return material authorization) number. Our team will proceed to troubleshoot and/or diagnose the defect virtually and will update you on the status of their investigations over the next few working days. Most of the time, our team will be able assist you to address your concerns virtually.

3.4 In the case where we confirm that the product is defective, and you are based:

(a) In the United States of America: then depending on the case (and availability of stock), we may either refund your purchase, replace your defective item one-to-one with a new or refurbished product, or offer you an equivalent product as replacement or upgrade (top-up may be needed). For replacements or upgrades, you shall be liable to pay for all shipping and handling costs to send the defective product back to our warehouse located at the address below. All items shipped to our warehouse must be accompanied with your RMA number prominently affixed to the product packaging. We are responsible for shipping the replacement or upgraded product back to you. If you receive a refund, the cost of return shipping will be deducted from your refund. The refund will be made to your credit / debit card or designated bank account used to make the purchase, whichever is possible. It is not possible for the refund to be made to another card or bank account that is not used for the purchase.

Warehouse address: 1150 S Etiwanda Ave, Ontario, CA 9176

(b) Outside the United States of America: then depending on the case (and availability of stock), we will refund your purchase. Returns are not possible. The refund will be made to your credit / debit card or designated bank account used to make the purchase, whichever is possible. It is not possible for the refund to be made to another card or bank account that is not used for the purchase.

3.5 Cancellation Before Shipment. Should you wish to cancel your order prior to the scheduled dispatch date, we shall refund your payment promptly after subtracting any refund fees payable by us, or costs payable to payment gateway providers (such as credit card charges). We can only accommodate order cancellation and refund requests made within 24 hours of purchase, provided that the product has not yet been dispatched. To cancel an order, you shall send an email to [email protected] including your order ID (which starts with GUPB), along with the name and phone number you used in the Shipping Details during your purchase.

3.6 Orders Non-Cancellable After Shipment. All orders are non-cancellable after the product has been dispatched from our end. Please also note that we are unable to refund the transaction fee that PayPal or your credit card issuer would have charged. While refunding the balance, we shall, as a standard practice, provide a supporting screenshot of this non-refundable portion.