Effective as of 31 August 2018

Welcome to the Play & Win application (the “Application”), operated by Numbase SAL Offshore (“Company”, “we” or “us”).   The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of the Application and any other sites, applications, features, content or promotions offered by us from time to time that link or otherwise refer to this Terms of Use (each a “Service” and collectively, the “Services”), whether as a guest or a registered user. 

The Application and other Services are not sponsored, endorsed, administered by, or associated with Apple Inc. or its subsidiaries or affiliates.

 

Acceptance of Terms of Use

Please read these Terms of Use carefully before you start to use the Services.  By accessing and/or using the Services, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy found at http://www.playandwinapp.com/privacy-policy (the “Privacy Policy”), incorporated herein by reference, and to comply with all applicable laws, rules and regulations (collectively, “Applicable Law”).  If you do not want to agree to these Terms of Use and the Privacy Policy, you must not access or use the Services.

NOTE THAT THE “ARBITRATION AGREEMENT” SECTION BELOW OF THE TERMS OF USE http://www.playandwinapp.com/terms-conditions CONTAINS PROVISIONS THAT REQUIRE WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING BETWEEN YOU AND COMPANY UNDER THIS AGREEMENT TO BE RESOLVED IN BINDING ARBITRATION, AND NOT IN COURT, AND THAT YOU AND COMPANY WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION IN CONNECTION WITH SUCH DISPUTES.  PLEASE READ THE ARBITRATION AGREEMENT CAREFULLY. BY ACCESSING AND/OR USING THE SERVICES AND ACCEPTING THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE ARBITRATION AGREEMENT.

NOTE THE SERVICES HAVE A MINIMUM CASH OUT THRESHOLD OF $100. YOU WILL NOT BE ABLE TO CASH OUT OR OTHERWISE RECEIVE ANY PRIZE AMOUNT (INCLUDING, PROMOTIONAL AWARDS) UNTIL YOUR ACCOUNT REACHES THE MINIMUM THRESHOLD OF $100. 

 

Eligibility

The Services are offered and available to users who are at least 17 years of age. During their engagement period and for a period of 24 months thereafter, no officer, director, employee, consultant or agent of Company or any of its affiliated companies is permitted to use the Services directly or indirectly. By accessing and/or using the Services, you represent and warrant that you are of legal age to form a binding contract with Company and meet all of the eligibility requirements.  If you do not meet all of these requirements, you must not access or use the Services.  Company may require proof of your identity, age or eligibility at any time to use or continue to use a Service.  Failure to provide evidence of identity or eligibility satisfactory to Company, and determined in Company’s sole discretion, may result in the suspension or termination of your account and forfeiture of all funds in your account.  Company reserves the right to monitor all activities on the Services, including without limitation, any effort to establish accounts in violation of these Terms of Use and to deny access to anyone, including, without limitation, those users who use proxy servers and/or IP addresses residing in certain geographical areas.  You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities).  Eligibility decisions are final, binding and not subject to appeal.

 

Changes to the Terms of Use and Services

We may revise and update these Terms of Use, from time to time, in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of any Service following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

We may update the content on the Services from time to time, but content is not necessarily complete or up-to-date. Any of the material on the Services, including, without limitation, questions and answers, may be out of date at any given time, and we are under no obligation to update such material.  We reserve the right to withdraw or amend the Services, and any material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Services to users, including registered users. 

 

Access to the Services and Termination

To access the Services or some of the resources therein, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide is accurate, current and complete. You agree that all information you provide to register for a Service or otherwise, including without limitation, through the use of any interactive features on the Services, is governed by the Privacy Policy, and you consent to all actions we take with respect to your information consistent with the Privacy Policy.  If you provide any information that is inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is inaccurate, not current or incomplete, Company may deny you access to the Services, disqualify you from participation, revoke prizes, and/or terminate your account, in our sole discretion ((including, without limitation, our independent assessment or the receipt of claims or allegations from third-parties or authorities).  You shall not: (i) select or use as a user name a name of another person with the intent to impersonate that person; (ii) use as a user name a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a user name, a name that is otherwise offensive, vulgar or obscene. Violation of these Terms of Use may result in the termination and cancellation of your account and forfeiture of your winnings.

If you wish to terminate your Account, you may do so by following the instructions on the Services and removing the Application from your device(s). Even after your user account or access to the Services is terminated by you or by Company, these Terms of Use will remain in full force and effect with respect to your past and future use of the Services.  You may not sell or otherwise transfer your account.  Any rights to your account terminate upon your death.  WE HAVE THE RIGHT TO TERMINATE YOUR ACCOUNT OR DISABLE OR CHANGE ANY USER NAME, PASSWORD OR OTHER IDENTIFIER, WHETHER CHOSEN BY YOU OR PROVIDED BY US, AT ANY TIME IN OUR SOLE DISCRETION FOR ANY OR NO REASON, INCLUDING IF, IN OUR OPINION, YOU HAVE VIOLATED ANY PROVISION OF THESE TERMS OF USE.  You are not eligible to use the Services if you violate any provision of these Terms of Use, as determined in our sole discretion. 

If for any reason the Services are not running as intended (for example, if they become corrupted or do not allow the proper usage and processing of entries in accordance with the rules, or if infected by a computer virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes of any kind, in the sole opinion of Company corrupts or affects the administration, security, fairness, integrity or proper conduct of the Services), Company reserves the right, in its sole discretion, to disqualify any individual implicated in or relating to the cause and/or to cancel, terminate, extend, modify or suspend the Services, and select the winner(s) from all eligible entries. If such cancellation, termination, modification or suspension occurs, notification may be posted on the Services.

 

Account Security

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password or other security information. You are solely responsible for the activity that occurs on your account, and for keeping your account and login credentials secure. You may never use another person’s user account or registration information for the Services. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You must never publish, distribute or post login information for your account.

 

Intellectual Property Rights

The Services and all contents, features and functionality (including, without limitation, information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) contained therein, are owned by Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.  Company names and all related names, logos, product and service names, designs and slogans are trademarks of Company or its affiliates or licensors. You must not use any such content or marks without the prior written permission of Company.

Unless explicitly permitted on the Services, you must not reproduce, reuse, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Services.  If the Services permit you to embed, share or link to content on the Services, it is for your personal, non-commercial use only, unless prior approved in writing by Company.  You may link to the Application or our other Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without prior written consent, where that consent may be revoked at any time for any reason. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Use, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Company. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

 

Payments

If Company suspends or terminates your account and/or access to the Services because you have breached these Terms of Use or violated Applicable Law, you will not be entitled to a refund or distribution of any unused portion any winnings or other payments.  You will be asked to provide certain information to complete any payout or other transaction through the Services (each a “Transaction”), which may include, without limitation, your PayPal account name, address, and tax and financial information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY ACCOUNTS UTILIZED IN CONNECTION WITH ANY TRANSACTION . Verification of information may be required prior to the acknowledgment or completion of any Transaction. You are responsible for any taxes that may be applicable to your Transactions.  The amounts displayed on the Services are quoted in U.S. dollars, unless otherwise indicated. 

You understand that all Transactions will be handled by us, or third party electronic payment processors and/or financial institutions on our behalf and checks on financial account transactions may be done to prevent money laundering. To the extent that they do not conflict with the terms of this Agreement, you agree to be bound by the terms and conditions of such third party electronic payment processors and/or financial institutions.  All payments are subject to the terms of use and regulations of the selected payout method.  Upon requesting a payout, the user accepts the terms and conditions and privacy policy of the selected payout method.

Any funds held in your account will not accrue interest. You shall not treat the Services as a financial institution.  You agree to provide, in case we demand, a notarized identification, or any other certified identification in accordance with the applicable laws of your jurisdiction. If such notarized or certified identification is not provided within 5 days of our request (or amount of time specified in such request), then the applicable Transaction shall not be affected, your account shall be closed and you shall forfeit all funds in your account.  Any such decision shall be final and binding.

 

Reliance on Information Posted

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

 

Prohibited Uses

You may use the Services only for lawful, authorized purposes and in accordance with these Terms of Use. You agree not to use the Services:

You shall not intentionally disconnect from a game while using the Services. If we determine, in our sole discretion, that you are in breach of this clause, we may terminate your access to the Services immediately and/or have your account blocked. If your account is terminated or blocked in such circumstances, we are under no obligation to refund or provide to you any funds that may be in your account.

 

Use of Player Accounts

You must comply with any rules and regulations posted on the Services for game play. Company is not responsible for technical, hardware or software malfunctions, lost or unavailable network connections, disconnects from your game play on your platform or any incorrect or inaccurate results that may be posted on your game.  Your player account is for your personal use only and funds deposited into your player account may only be used to play via the Services. You may not:

Any attempt to do so is a violation of both civil and criminal laws and will result not only in the termination of your account and forfeiture of any and all benefits, bonuses and incentives to which you would otherwise be entitled, but potentially also civil and/or criminal prosecution.  Company, in its sole discretion, reserves the right to terminate any person’s account who is suspected of tampering with game results, or who otherwise violates these Terms of Use and to seek criminal and/or civil prosecution to the greatest extent possible.

Each member acknowledges that the outcome of the games offered on the Services are directly related to the skill levels of each person participating.  Company does not comment or have knowledge of the probability of one participant winning a game, and makes no representations about an individual’s chances of winning.  The Service may, from time to time, enable you to accumulate or earn money, status, points or prizes.  The results and winners of each game and any prizes in connection therewith offered on the Services will be determined by Company, and such determinations are final and binding.  By registering and/or participating in any game or competition, you agree to be bound by these determinations.  We reserve the right to take appropriate legal action, including criminal prosecution, as we deem necessary in our sole discretion.  Winnings will be forfeited by a player who violates the terms of use and/or the bonus policy. It is your responsibility to make sure that you read and understand all the rules and procedures of the Services prior to playing any game.

 

Miscarried and Aborted Games, Errors

In the event of a game malfunction all prizes are void. In the event a game is started but miscarries because of a failure of the system, Company shall not refund the amount won in the game.  If Company mistakenly credits you with winnings that do not belong to you, whether due to a technical or human error or error in the published pay tables or gaming software, or otherwise, the amount will remain property of Company and the amount will be deducted from your account. If prior to Company becoming aware of the error you have withdrawn funds that do not belong to you, without prejudice to other remedies and actions that may be available at law, the mistakenly paid amount will constitute a debt owed by you to Company. In the event of an incorrect crediting, you are obliged to notify Company immediately by email.

 

Prizes and Taxes

Before a prize will be paid from any Service, it must be validated according to these Terms of Use and the rules and procedures set by Company. We reserve the right to make the sole and final decision as to any winning status and our decision will be final and binding.

You warrant that you are, based on the laws of your country of residence and otherwise, permitted to receive the possible prizes, including in particular a possible cash prize (if any), and in the event of a breach of this warranty, Company has the right to refuse to award any prizes.

All users and winners may be required to provide updated address and social security (or other tax identification number) details to Company. These details will be used to allow Company to comply with tax regulations and may be shared with appropriate tax authorities. You understand and agree that you are solely responsible for all taxes, fees or charges levied on the prizes (without recourse to Company) and for the proper filing and reporting of the prizes on your tax returns or as otherwise required in any relevant country. Company maintains the right to deduct or withhold any applicable taxes payable by you from the prizes (including but not limited to withholding taxes) as required by the applicable tax laws. Company does not provide tax advice, nor should any statements in these Terms of Use or on the Services be construed as tax advice.

 

Game Rules

The Application is a trivia game.  The Application hosts one or several games with a predefined time for every game.  To use and play a game, users have to sign up/log in using the available mechanisms. The following rules apply to all games:

 

Prize Redemption and Cashing Out

 

Promotional Activities

Unless prohibited by Applicable Law, your registration for a Service and/or use of the Application constitutes your permission to use your user name, likeness/profile picture/avatar, name, submissions, photograph, likeness, voice, address (city and state), testimonials, gameplay data and statistics, and any other information that regarding your game activity and winnings in all media and in any manner worldwide, including, without limitation, for display on the Services and Company’s social media accounts and otherwise for promotional, marketing and other commercial purposes, without additional compensation, approval rights or consent.  You agree to fully cooperate with Company’s representatives in such regard.

 

Monitoring and Enforcement

We have the right, but not the obligation, to monitor the Services and to take any action with respect to your use of the Services or any content that we deem necessary or appropriate in our sole discretion, including if we believe that you or such content violates the Terms of Use, could cause harm to the Services, threatens the personal safety of users of the Services or the public or could create liability for Company.  Violation of these Terms of Use may result in the termination and cancellation of your account and forfeiture of your winnings. We may terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Use.  We may take appropriate legal action in connection any illegal or unauthorized use of the Services, including without limitation, referral to law enforcement. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of any user of the Services or anyone posting or distributing any materials on or through the Services.

You understand and acknowledge that you are responsible for any content or information you submit or contribute, and you, not Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third-party, for the content or accuracy of any content or information uploaded, sent or posted by you or any other user of the Services.  We may remove any content, at any time, including, without limitation, for non-compliance with these Terms of Use. However, we do not undertake to review all material before it is sent or posted on or through the Services and cannot ensure prompt removal of objectionable material after it has been posted.  We assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third-party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

 

Copyright Infringement

We respect the intellectual property rights of others and request that users of the Services respect the intellectual property rights of others as well. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will remove any content that allegedly infringes another party’s copyright and reserve the right to suspend or terminate a user’s access to and use of the Service if a user is found to be a repeat infringer.  If you believe your work has been copied and is accessible through the Services in a way that constitutes copyright infringement, you may notify our designated copyright agent (specified below) in writing with the following and in the form required by 17 U.S.C. 512 of the United States Copyright Act:  (1) provide your physical or electronic signature; (2) identify the copyright work that you believe is being infringed; (3) identify the item in the Services that you think is infringing your work and include sufficient information about where the material is located on the website; (4) provide us a way to contact you, such as your address, phone number or email address; (5) provide a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, or its agent, or the law; and (6) provide a statement by you, made under penalty of perjury, that the information you provide in your notice is accurate, and that you are authorized to act on behalf of the copyright owner whose work is being infringed.

Copyright Agent

Numbase SAL offshore

Att: Numbase Designated Agent

3rd Floor Block 03 Azarieh Building

Downtown – Beirut

Lebanon

info@numbase.com

+9611983883

 

Information About You and Your Visits to the Services

All information we collect on or through the Services is subject to the Privacy Policy found at http://www.playandwinapp.com/privacy-policy.  By accessing and/or using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. Company does not knowingly allow access to or collect information from children under the age of 13.

 

Links from the Services and Third-Party Content

If the Services contain services or links to other applications, content or services provided by third-parties, these applications, services, content and links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Company.  We are not responsible, or liable to you or any third-party, for the content or accuracy of any materials provided by any third parties. If you decide to access any of the third-party sites linked to from the Services, you do so entirely at your own risk and subject to the terms and conditions of use and privacy policies for such third-party services.

 

Geographic Restrictions

The Services are hosted in the United States. We make no claims that the Services or any of its content is accessible or appropriate or legal for use outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. You accept sole responsibility for determining whether your use of the Services is legal in the country/region where you live and/or in any country/region where you log on to use the Services. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.  The availability of the Services does not construe an offer or invitation by us to use the Services if you reside in a country or region in which such use is currently forbidden by law, or within any jurisdiction where Company, in its sole discretion, elects not to offer the Services. Company shall not be responsible for any illegal or unauthorized use of the Services by you as we are unable to verify the legality of use in each jurisdiction and it is your sole responsibility to verify the legality of using the Services prior to logging on to the Services. Please consult legal counsel in the applicable jurisdiction if you have any doubts about the legality of your use of the Services under the laws of any jurisdiction that applies to you.  You acknowledge that certain countries/jurisdictions have laws regarding contests that may prevent Company from awarding you with a prize.   If you are a winner and this happens to be the case with your country/jurisdiction, you acknowledge that you may not be able to receive any prize at all from Company. By entering a game and/or using the Services, you acknowledge the risks, and understand that you may win but not be able to receive a prize.

 

Disclaimer of Warranties

YOUR USE OF THE SERVICES AND ANY CONTENT OR PRIZES OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY CONTENT OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SERVICES FOR ANY RECONSTRUCTION OF ANY LOST DATA. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

 

Limitation on Liability

IN NO EVENT WILL COMPANY, ITS AFFILIATES, RELATED PARTIES, ITS ADVERTISERS OR SPONSORS OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY SITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

Indemnification

You agree to defend, indemnify and hold harmless Company, its affiliates, related parties, advertisers and sponsors, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Services.

 

Arbitration Agreement

  1. Company, including its affiliates, agents, employees, predecessors in interest, successors, and assigns, and you agree that any Dispute (as defined below) between you and Company, regarding any aspect of your relationship with Company, will be resolved in a binding, confidential, individual and fair arbitration process, and not in court. Each of you and Company agrees to give up the right to sue in court. The term “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any dispute, claim, demand, count, cause of action, or controversy between you and Company, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory.  The term “Dispute” specifically includes, but is not limited to, any and all claims between you and Company in any way related to or concerning this Arbitration Agreement, any other aspect of these Terms of Use (including their applicability and their conformance to applicable law), any products or services provided by Company, any billing disputes, and any disputes relating to telephonic, text message, or any other communications either of us received from the other.  The only exceptions to this Arbitration Agreement are that (i) each of you and Company retains the right to sue in small claims court and (ii) each of you and Company may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights.  Disputes over whether these exceptions apply shall be resolved by the court in which such action has been brought; all other disputes over arbitrability shall be resolved by the arbitrator.  Each of you and Company also agrees to give up the ability to seek to represent, in a class action or otherwise, anyone but each of you and Company (see paragraph 6 below).    There is no judge or jury in arbitration, and court review of an arbitration award is limited.  An arbitrator must follow these Terms of Use.  The arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages).  This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs the interpretation and enforcement of this Arbitration Agreement.  This Arbitration Agreement shall survive termination of these Terms of Use.

  2. Any arbitration between you and Company will be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Streamlined Arbitration Rules & Procedures effective July 1, 2014 (the “JAMS Rules”), as modified by this Arbitration Agreement. The arbitration shall be conducted by a single, neutral arbitrator, and if you and Company cannot agree on who that single arbitrator will be, the arbitrator will be appointed pursuant to the JAMS Rules, with the participation and involvement of Company and you pursuant to JAMS Rule 12. The JAMS Rules are available on its website at http://www.jamsadr.com/rules-streamlined-arbitration/.  The Consumer Arbitration Minimum Standards are available at http://www.jamsadr.com/consumer-arbitration/. The arbitrator is bound by the terms of these Terms of Use. If either you or Company wants to arbitrate a claim, you or Company must first send by mail to the other a written Notice of Dispute (“Notice”) that sets forth the name, address, and contact information of the party giving notice, the specific facts giving rise to the Dispute, the Service to which the Notice relates, and the relief requested.  Your Notice to Company must be sent by mail to Arbitration Notice of Dispute, [3rd Floor, Block 03, Azarieh Building, Downtown, Beirut].   Company will send any Notice to you at the contact information we have for you or that you provide.  It is the sender’s responsibility to ensure that the recipient receives the Notice.  During the first 45 days after you or we send a Notice to the other, you and we may try to reach a settlement of the Dispute.  If you and we do not resolve the Dispute within 45 days, either you or we may initiate arbitration in accordance with the JAMS Rules.  Further instructions on submitting a Demand for Arbitration may be found at http://www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf.  In addition to filing this Demand for Arbitration with JAMS in accordance with its rules and procedures, you must send a copy of this completed Demand for Arbitration to Company at the address listed above to which you sent your Notice of Dispute. 

  3. You and Company acknowledge and agree to abide by the following rules for arbitration: (a) YOU AND COMPANY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING, AND THE ARBITRATOR SHALL HAVE NO POWER TO AWARD CLASS-WIDE RELIEF; (b) Company will pay arbitration costs as required by the JAMS Consumer Arbitration Minimum Standards and consistent with paragraph 6 below; (c) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (d) each side pays his, her or its own attorneys’ fees, except as otherwise provided in paragraph 5 below. JAMS charges filing and other fees to conduct arbitrations. Ordinarily, the claimant has to pay the filing fee to initiate arbitration, but if you wish to commence an arbitration against Company, you and Company acknowledge and agree to abide by the following: (a) If you are seeking to recover less than $10,000 (inclusive of attorneys’ fees), Company will pay the filing fee on your behalf or reimburse your payment of it; (b) If you are seeking to recover $10,000 or more, you will have to pay the filing fee charged by JAMS, but Company will reimburse the filing fee if you prevail on all claims decided upon by the arbitrator; (c) Company and you agree that, if the claims to be arbitrated total less than $10,000 (inclusive of attorneys’ fees), the claim ordinarily should be decided on written submissions only, without a telephonic or in-person hearing.  Company will not request a hearing for any claims totaling less than $10,000.  This provision shall not be construed by the arbitrator to deprive you of any rights you may have to a telephonic or in-person hearing in your hometown area pursuant to the JAMS Rules; and (d) Company and you agree that, if the claims to be arbitrated total $10,000 or more, the arbitration will occur in a manner and place consistent with the JAMS Rules.

  4. Regardless of how the arbitration proceeds, each of you and Company shall cooperate in good faith in the exchange of non-privileged documents and information as necessary in accordance with the JAMS Rules, and the arbitrator shall issue a reasoned written decision sufficient to explain his or her findings and conclusions.

  5. Each of you and Company may incur attorneys’ fees during the arbitration. Each side agrees to pay his, her or its own attorneys' fees unless the claim(s) at issue permit the prevailing party to be paid its attorneys' fees, and in such instance, the fees awarded shall be determined by the applicable law(s). In addition to whatever rights you may have to recover your attorneys’ fees under applicable law, if you prevail in the arbitration, and if Company failed to make a settlement offer to you before the arbitration or the amount you win is at least 25% greater than Company’s highest settlement offer, then Company will pay your reasonable attorneys’ fees in addition to the amount the arbitrator awarded. If Company wins the arbitration, you will be responsible for your own attorneys’ fees.  In addition, if the arbitrator, at the request of the winning party, finds that the losing party brought a claim or asserted a defense frivolously or for an improper purpose, then regardless of the amount in dispute, the arbitrator must order the losing party to pay both sides’ arbitration fees and may order the losing party to pay the winning party’s reasonable attorneys’ fees, unless such an award of fees is prohibited by Applicable Law.

  6. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator may not order Company to pay any monies to or take any actions with respect to persons other than you, unless Company explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order. Further, unless Company expressly agrees, the arbitrator may not consolidate other persons’ claims with yours and may not otherwise preside over any form of a representative, multi-claimant or class proceeding. 

  7. You and Company agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or court order.

  8. With the exception of subpart (a) in paragraph (3) (i.e., the waiver of the ability to proceed on behalf of multiple claimants or a purported class), if any part of this Arbitration Agreement is deemed invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subpart (a) in paragraph (3) is found invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, but the rest of these Terms of Use, including the provisions governing where actions against Company must be pursued, the choice of governing law, and our mutual waiver of the right to a trial by jury, will remain in effect and apply to any claim that, for this or any other reason, proceeds in court rather than in arbitration.

 

Governing Law; Jurisdiction

Use of the Services and any controversy, claim or dispute arising out of or relating in any way to your use of the Services, these Terms of Use and/or services or products purchased through Services shall be governed by the laws of the state of New York without respect to its choice (or conflict) of laws rules.  Any claim or cause of action you may have with respect to Company or the Services must be commenced within 1 year after the claim or cause of action arose.  Jurisdiction and venue for any dispute shall be in New York, New York.  Each party submits to personal jurisdiction and venue in that forum for any and all purposes.

 

Class Action Waiver

BOTH YOU AND COMPANY WAIVE THE RIGHT TO BRING ANY CONTROVERSY, CLAIM OR DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO YOUR USE OF THE SERVICES OR PURCHASES THROUGH THE SERVICES AS A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION, OR TO PARTICIPATE IN A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION REGARDING ANY SUCH CLAIM BROUGHT BY ANYONE ELSE.

 

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Services and Company will have no liability or responsibility with respect thereto. Company reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services.

 

Waiver and Severability

No waiver by Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.  Except as otherwise expressly provided herein, if any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect.

 

Entire Agreement

These Terms of Use and the Privacy Policy and any other required Services agreements, end user licenses or additional terms and conditions provided by Company constitute the sole and entire agreement between you and Company with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

 

Questions, Comments and Concerns

All questions, feedback, comments, requests for technical support and other communications relating to the Services should be directed to: support@playandwinapp.com.  Thank you for visiting the Services.