Version: 2.3
Last Updated: 30/04/2025
THE REALPRIZE AGREEMENT (AS DEFINED BELOW) INCLUDE A PROVISION WAIVING THE RIGHT TO PURSUE ANY CLASS, GROUP OR REPRESENTATIVE CLAIM AND REQUIRING YOU TO PURSUE PAST, PENDING, AND FUTURE DISPUTES BETWEEN YOU AND US THROUGH INDIVIDUAL ARBITRATION UNLESS YOU OPT OUT WITHIN THE SPECIFIED TIME FRAME. PLEASE SEE CLAUSE 25 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) BELOW FOR FURTHER DETAILS.
THE REALPRIZE AGREEMENT INCLUDE A PROVISION WAIVING THE RIGHT TO A JURY TRIAL. FOR FURTHER DETAILS PLEASE SEE CLAUSE 30.7 (ADDITIONAL PROVISIONS) BELOW.
THE REALPRIZE SERVICES (AS DEFINED BELOW), WHICH INCLUDE WITHOUT LIMITATION THE CONTESTS (AS DEFINED BELOW) ARE NOT “REAL MONEY GAMBLING”. NO ACTUAL MONEY IS REQUIRED TO PLAY. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCE OF WINNING. THE REALPRIZE SERVICES ARE INTENDED FOR RECREATIONAL AND ENTERTAINMENT PURPOSES ONLY AND ARE VOID WHERE PROHIBITED.
YOU MAY ONLY ACCESS THE SITE AND USE THE REALPRIZE SERVICES, IF YOU ARE LOCATED IN AND A RESIDENT OF THE UNITED STATES (EXCEPT IF YOU ARE LOCATED IN OR A RESIDENT OF THE STATE OF WASHINGTON, THE STATE OF CONNECTICUT, THE STATE OF IDAHO, THE STATE OF NEVADA, THE STATE OF NEW YORK, THE STATE OF MICHIGAN OR THE STATE OF MONTANA). FOR ADDITIONAL INFORMATION REGARDING ELIGIBILITY PLEASE SEE CLAUSE 7 (ELIGIBLE USER QUALIFICATIONS) BELOW.
You agree to be bound by:
(i) these General Terms and Conditions;
(ii) the Promotional Play Rules;
(iii) the Privacy Policy;
(iv) the Responsible Social Game Play Policy;
(v) the Tournament Rules; and
(vi) the Promotion Terms (as defined below).
(collectively the “RealPrize Agreement”)
The RealPrize Agreement forms a legally binding agreement between you and the Company (as defined below).
The RealPrize Services provided through the Site (as defined below) are offered and operated by REALPLAY TECH INC using software developed by Realplay Ltd.
The RealPrize Services, the Site, Site Content and Sweep Prizes are offered solely for recreational and entertainment purposes only and you shall in no way use the RealPrize Services, the Site, Site Content and Sweep Prizes as part of any self-employment or on a business or trader basis.
If you do not agree with any of the terms of the RealPrize Agreement, you should not download the RealPrize branded application nor should you use or access the Site and the Site Content.
1.1 In the RealPrize Agreement:
1.1.1 no provision under the RealPrize Agreement will be construed against the Company, solely because the Company (or its legal representatives) was involved in drafting such provision;
1.1.2 the headings are for convenience and will not affect the interpretation of the provisions;
1.1.3 the term “person” is a reference to a person in the broadest sense, whether or not having separate legal identity, and includes a reference to an individual, corporate or unincorporated body, partnership, firm, trust and foundation, however this shall not apply to Clause 25 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS);
1.1.4 any phrase which includes the terms “including”, “include”, “such as”, “in particular” or any similar expression should be understood as illustrative and shall not limit the scope of the words preceding those terms;
1.1.5 if any provision in a definition is a substantive provision imposing rights or obligations on any party, notwithstanding that it is only in Clause 2 (DEFINITIONS), effect shall be given to it as if it were a substantive provision in the body of the RealPrize Agreement; and
1.1.6 references to the singular shall include the plural and vice versa if required by the context.
In the RealPrize Agreement, the following expressions shall have the respective meanings assigned to them, unless otherwise defined:
| “Additional Remittance Instrument” | shall mean the instrument which you use to receive the cash that you have redeemed as a result of redeeming Redeemable Sweep Coins, which is not the Remittance Instrument. |
| “Approved Entities” | shall mean any entity of the Company, any of their respective successors and assigns, as well as any of their service providers, licensees and partners. |
| “Company”, “we”, “our” or “us” | shall mean REALPLAY TECH INC, a corporation duly organized under the law of Delaware, United States and its Related Entities including Realplay Ltd. |
| “Contests” | shall mean the social casino made available from time to time on the Site which includes without limitation social slot games and social live casino games for the User to play in either Sweep Coins Mode Contests or Gold Coins Mode Contests. |
| “Dispute | shall have the meaning given to it in Clause 25. |
| “Force Majeure Occurrence” | shall mean an event beyond the Company’s reasonable control including without limitation, acts of God, acts of government, fire, flood or storm damage, earthquakes or other natural disaster, labor disputes, trade disputes, explosion, strikes, industrial action, lockouts, war, riot, pandemic, epidemic or non-performance by suppliers or subcontractors. |
| “General Terms and Conditions” | shall mean these General Terms and Conditions, as amended from time to time. |
| “Gift Card Prizes” | shall mean the Sweep Prizes which are either physical gift card or a digital gift card. |
| “Gold Coins” | shall mean the virtual coins which allow you to participate in Gold Coins Mode Contests. |
| “Gold Coins Mode Contests” | shall mean the Contests which are played with Gold Coins. |
| “Inactive User Account” | shall have the meaning given to it in Clause 12.1. |
| “Play Through Requirements” | shall have the meaning given to it in Clause 18.2. |
| “Promotion Terms” | shall have the meaning given to it in Clause 20.1. |
| “RealPrize Agreement” | has the meaning detailed in the Important Notices Section above, as amended from time to time. |
| “RealPrize Services” | shall mean the Contests and any other services made available through the Site. |
| “Redeemable Sweep Coins” | shall mean the free Sweep Coins which are granted to you if you win whilst playing on Sweep Coins Mode Contests or which are granted to you and have met the Play Through Requirements, which you may use to redeem for Sweep Prizes. |
| “Related Entities” | shall mean any person directly or indirectly controlling, controlled by, or under common control with the Company. For the purpose of this definition, “control” (including, with correlative meanings, the terms “controlling“, “controlled by” and “under common control with“) means the power to manage or direct the affairs of the person in question, whether by ownership of voting securities, by contract or otherwise. |
| “Relevant Taxes” | shall have the meaning given to it in Clause 21.4 . |
| “Remittance Instrument” | shall mean the payment method which the Company accepts and which the User may use to purchase Gold Coins and that the User may use to receive the cash which they have redeemed as a result of redeeming Redeemable Sweep Coins. |
| “Restricted Territories” | shall mean (i) any jurisdiction outside of the United States; and (ii) in the United States, the following States: State of Connecticut; State of Idaho; State of Michigan; State of Nevada; State of New York, State of Montana; and State of Washington. |
| “Site” | shall mean the website located at www.realprize.com and all of its subdomains, subpages and successor sites thereof and the RealPrize application which links to these General Terms and Conditions through which the RealPrize Services are provided. |
| “Site Content” | shall mean the RealPrize Services, Gold Coins, Sweep Coins, Redeemable Sweep Coins and any materials, logos, sounds, music, artwork text, images, animations, graphics, copyright, user interfaces, visual interfaces, photographs, trademarks, computer code and other materials used, displayed or made available as part of the Site. |
| “Sweep Coins” | shall mean the virtual coin which allows you to participate in the Sweep Coins Mode Contests. |
| “Sweep Coins Mode Contests” | shall mean the Contests which are played with Sweep Coins. |
| “Sweep Prizes” | shall mean any prizes granted to the User through your redemption of Redeemable Sweep Coins in accordance with the RealPrize Agreement which includes without limitation cash and Gift Card Prizes. |
| “user”, “you”, or “your” | shall mean the individual who uses the RealPrize Services or Website whether or not such individual has registered a User Account. |
| “User Account” | shall mean the account which you possess with the Company and through which you can access and use the RealPrize Content on the Site (whether or not such account is an Inactive User Account). |
3.1 You must read the RealPrize Agreement which include without limitation the Privacy Policy carefully in its entirety before checking the box for acceptance. By checking the “I accept the General Terms and Conditions and the Promotional Play Rules”, by accessing the RealPrize Services, by registering a User Account, or by downloading the RealPrize branded application (whichever is the earlier), you acknowledge that you have read, understood and agreed to be bound by the RealPrize Agreement.
3.2 The RealPrize Agreement forms a binding legal agreement between you and us and applies to your use of the Site, Site Content and Sweep Prizes.
3.3 If you do not agree with any provision of the RealPrize Agreement, you agree that you shall not access the Site nor use any of the Real Prize Services which includes without limitation the Contests.
4.1 From time to time, the Company reserves the right to modify the General Terms and Conditions, the Promotional Play Rules, the Promotion Terms, the Tournament Rules, the Privacy Policy or the Responsible Social Gameplay Policy through:
4.1.1 posting a modified version on the Site. Such modified version will take effect immediately upon being posted and you agree to be bound by such modifications;
4.1.2 asking that you accept the modified General Terms and Conditions, the Promotional Play Rules, the Privacy Policy or the Responsible Social Gameplay Policy (as applicable). Such modified version will take effect immediately upon your acceptance;
4.1.3 posting a notice about the modifications on the Site. Such modifications will take effect immediately upon the notice being posted and you agree to be bound by such modifications; or
4.1.4 sending you a notification via the e-mail address associated with your User Account at the time of such modification Such modification will take effect upon your continued use of the RealPrize Services.
4.2 If you do not agree to the modified General Terms and Conditions, the Promotional Play Rules, the Privacy Policy or the Responsible Social Gameplay Policy, the Tournament Rules or the Promotion Terms (as applicable), your sole remedy will be to terminate your User Account in accordance with Clause 13.1 (TERMINATION OF YOUR USER ACCOUNT) and immediately cease accessing and using the Site and the Site Content and if you have downloaded the RealPrize application, you must delete the RealPrize application from your device.
4.3 It is your responsibility to ensure that you are aware of the correct, current terms and conditions of the RealPrize Agreement and we advise you to check for updates on a regular basis.
We may at any time add, modify, remove, discontinue or suspend the Site, Site Content, Sweep Prizes or any part thereof with immediate effect and without notice to you.
In no event will the Company be liable to you for any loss, damage or liability suffered by you which results from any addition, modification, removal or suspension of the Site, Site Content or Sweep Prizes or any part thereof and for the avoidance of doubt you will have no claims with respect to such addition, modification, removal or suspension.
6.1 You acknowledge that we reserve the right to perform any verification checks which we deem necessary, at any time, including, but not limited to, during your registration with the Company, the purchase of Gold Coins, when you obtain Sweep Coins or when you obtain Redeemable Sweep Coins. These verification checks may include, but are not limited to:
6.1.1 identification checks;
6.1.2 credit and background checks;
6.1.3 source of wealth checks;
6.1.4 source of funds checks;
6.1.5 Remittance Instrument or Additional Remittance Instrument checks;
6.1.6 prevention of financial crime checks; and
6.1.7 that are required under any applicable law or regulation.
6.2 You may be asked to provide specific information, data, and documentation upon our request, which includes without limitation:
6.2.1 information regarding your location;
6.2.2 information regarding your residency;
6.2.3 social security number;
6.2.4 phone number;
6.2.5 a valid e-mail address;
6.2.6 date of birth;
6.2.7 government identifiers;
6.2.8 bank statement or pay slip;
6.2.9 proof of your address; and
6.2.10 government issued identification documents.
6.3 You agree to provide us with the information, data and documentation which we request.
6.4 You agree that all information, data and documentation which you provide us with (at any given time) is true, accurate and complete. You also agree to notify us immediately of any changes to such information, data and documentation by contacting us at [email protected]. If any of the details you provide us are found to be untrue, incomplete, or inaccurate, the Company may suspend or terminate your User Account.
6.5 Please note that we reserve the right to limit, suspend or terminate your User Account until we have completed the verification checks to our satisfaction.
6.6 Should any verification checks not be completed to our satisfaction, whether due to your failure to provide requested documentation, data or information, your failure to provide the documentation, data or information in the required format, within thirty (30) days of our request, or you fail or do not successfully complete any verification checks, we may, at our discretion, suspend, restrict or terminate your User Account.
6.7 You agree that we may engage third party service providers to assist in conducting the verification checks.
7.1 In order to register a User Account, access the Site and use the Site Content, you must be
7.1.1 a natural person of at least 18 years of age or the minimum legal age required by the laws and regulations of the jurisdiction you are located in at the time you access the Site or use the RealPrize Services (whichever is higher);
7.1.2 located within the United States of America and not located in or resident of any of the Restricted Territories; and
7.1.3 legally able to enter into binding contracts under applicable law.
7.2 You hereby represent and warrant to us that you are capable of entering into and complying with the RealPrize Agreement and at all times you shall fully adhere to the RealPrize Agreement.
7.3 You warrant and represent to us that you are:
7.3.1 a natural person of at least 18 years of age or the minimum legal age required by the laws and regulations of the jurisdiction you are located in at the time you access the Site or use the RealPrize Services (whichever is higher);
7.3.2 located within the United States of America, and you are not located in or resident of any of the Restricted Territories;
7.3.3 not listed on any relevant PEP or sanctions lists;
7.3.4 not listed on any U.S. Government list of prohibited or restricted parties;
7.3.5 not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country;
7.3.6 accessing the Site and using the Site Content and Sweep Prizes in your personal capacity for recreational and entertainment purposes only;
7.3.7 are using the Site, Site Content and Sweep Prizes for your own behalf and not on the behalf of any other person or entity;
7.3.8 legally able to enter into binding contracts under applicable law;
7.3.9 legally allowed to use the RealPrize Services and Sweep Prizes and access the Site; and
7.3.10 are eligible in accordance with this Clause 7 (ELIGIBLE USER QUALIFICATIONS) to access the Site, create a User Account and use the Site Content and Sweep Prizes;
7.4 You hereby agree that you shall only use the RealPrize Services, the Site, Site Content and Sweep Prizes solely for your own personal, recreational and entertainment purposes only and you shall in no way use the RealPrize Services, the Site, Site Content and Sweep Prizes for any commercial purposes whatsoever which includes without limitation as part of any self-employment or on a business or trader basis.
7.5 In addition, you must not access the Site, register a User Account and use the Site Content and Sweep Prizes, if you are an employee, officer, director and former employee, officer and director (less than three years since such individual ceased to be an employee, officer or director, as applicable) of any entity of the Company, any of their respective suppliers, subcontractors, advertising agencies, service providers or consultants or any other entity or individual involved with the design, production, execution or distribution of the Site, Site Content or Sweep Prizes and their immediate family (spouse, parents, siblings and children, whether the relationship is by birth, marriage or adoption) and household members (individuals who share the same residence at for least three months of the year).
7.6 For the avoidance of doubt, if you are in breach of this Clause 7 (ELIGIBLE USER QUALIFICATIONS), we may terminate your User Account.
8.1 You acknowledge and agree that we do not provide you with any legal advice or assurances that your use of the Site, the Site Content and Sweep Prizes and your registration of a User Account is lawful in the jurisdiction you are located in.
It is your sole responsibility to ensure that you comply with the laws and regulations which apply to you which includes without limitation your use of the Site, the Site Content, Sweep Prizes and your registration of a User Account.
8.2 We also do not offer tax advice. If you require assistance regarding tax matters, you should consult an appropriate advisor.
8.3 You acknowledge and agree that the Company is not a financial institution, and you will not treat the Company as a financial institution.
8.4 No interest will be accrued or paid on any unredeemed Redeemable Sweep Coins, Redeemable Sweep Coins, Gold Coins, Sweep Coins and Sweep Prizes.
8.5 You are strictly prohibited from utilizing the RealPrize Services to facilitate arbitrage through currency exchange transactions, and a violation of this prohibition may result in any gains being forfeited and deducted from your balance without warning or notification.
9.1 We are committed to creating a secure and responsible gaming environment for all end users on the Site. Please refer to and read our Responsible Social Gameplay Policy to learn more about how we can assist you with maintaining a balance between enjoyment and responsible social gameplay.
9.2 The Responsible Social Gameplay Policy allows you to Take a Break, self exclude or terminate your User Account and set purchase limits for Gold Coins.
9.3 We do not accept any responsibility or liability in the event that:
9.3.1 we are unable to enforce our Responsible Social Gameplay Policy due to a Force Majeure Occurrence; or
9.3.2 you seek to use or continue using the Site or Site Content, with the intention of deliberately avoiding the relevant security measures in place.
10.1 To access and use the Site Content you must register a User Account on the Site.
10.2 Your User Account is strictly for your own personal and non commercial use. Sharing your login information or allowing others to access your User Account is strictly prohibited. You may not “co-own”, “co-use”, or allow others to use your User Account.
10.3 You agree that you are only permitted to register one User Account. This limitation shall also include an Inactive User Account. If you attempt to register or register multiple accounts or manage more than one account, we reserve the right to suspend or terminate those accounts, including for the avoidance of doubt your User Account.
10.4 In addition, you shall not use:
10.4.1 the same instrument which you use to pay or receive cash from us as another person who has an account with us,
10.4.2 the same bank account or legal name to register a User Account as another person who has an account with us; or
10.4.3 the same device as another person who has an account with us to access the Site or use the Site Content,
and in such instances, we reserve the right to suspend or terminate those user accounts, including for the avoidance of doubt your User Account.
10.5 When registering a User Account, you shall provide accurate and complete information as requested by us. You agree to keep your registration details up to date and to promptly notify us of any changes by contacting us at [email protected].
10.6 During registration, you must select a username and password unless you login to your User Account using the Facebook® account or Apple account login facility and in such case your Facebook® or Apple password (as applicable) shall apply.
10.7 We reserve the right to require you to change your username or password, and we reserve the right to make any such change.
10.8 The name that you provide when registering a User Account must be identical to the name listed on your government issued identification.
10.9 The email address which you use and which is associated with your User Account, must be registered in your name.
10.10 You are solely responsible for maintaining the confidentiality of your User Account, including without limitation your username, password, Remittance Instrument and Additional Remittance Instrument and ensuring that they are only accessible by you. We are not responsible or liable for any loss or damage arising from your failure to protect your User Account including without limitation your username, password, Remittance Instrument and Additional Remittance Instrument and for the use of your User Account by any third party. If you suspect any unauthorized access or security breach with respect to your User Account, including but not limited to loss, theft, or disclosure of your username or password, you must notify us immediately and contact us by email at [email protected].
10.11 We shall assume that any communications, activities or transactions (including without limitation the purchase of Gold Coins) carried under or through your User Account have been made by you.
10.12 The Company reserves the right to refuse registration of a User Account or suspend or terminate a User Account at its discretion. We may also impose limits on your use of your User Account at our discretion.
10.13 We may limit account registration including but not limited to a single User Account per tablet, personal computer, IP address, mobile device, Remittance Instrument or Additional Remittance Instrument.
10.14 You accept that you are fully responsible for any activities conducted under your User Account until its termination, including, but not limited to, any unauthorized use of your User Account and any activity related to your User Account (including by any minor).
10.15 You acknowledge and agree that you do not hold any ownership, proprietary interest, or rights in your User Account.
10.16 All rights in and to the User Account shall forever be owned by and inure to the benefit of the Company.
11.1 By agreeing to the RealPrize Agreement
11.1.1 at all times when accessing the Site and Site Content you shall not be located in or reside in any of the Restricted Territories;
11.1.2 at all times you will abide by the terms of the RealPrize Agreement;
11.1.3 your use of the Site, Site Content and Sweep Prizes shall be strictly in your personal capacity and for your recreational and entertainment purposes only;
11.1.4 you shall not give another person access to your User Account;
11.1.5 you shall only use the RealPrize Services, the Site, Site Content and Sweep Prizes solely for your own personal, recreational and entertainment purposes only and you shall in no way use the RealPrize Services, the Site, Site Content and Sweep Prizes for any commercial purposes whatsoever which includes without limitation as part of any self-employment or on a business or trader basis;
11.1.6 your use of the Site, Site Content and Sweep Prizes is solely for legal purposes; and
11.1.7 the funds which you use to purchase Gold Coins must not be linked to any illegality including without limitation the funds must not originate from any illegal activity or source and the funds must not be obtained by improper means.
12.1 Your User Account will be deemed as an “Inactive User Account”, if you have not logged into your User Account for a period of sixty (60) consecutive days.
12.2 In the event your User Account is determined by us to be an Inactive User Account, we reserve the right to revoke and remove the Gold Coins and Sweep Coins, which are associated with such Inactive User Account and such Gold Coins and Sweep Coins shall be forfeited by you.
12.3 Without detracting from Clause 12.2, if your User Account is determined by us to be an Inactive User Account, we may suspend or terminate the Inactive User Account, and we shall have no liability to you with respect to the exercise of such rights.
12.4 We may at our discretion notify you that your User Account may become or has become an Inactive User Account, but we shall have no obligation to do so.
12.5 You shall not register a new User Account, if the User Account which you have registered becomes an Inactive Account and has not been terminated by us.
13.1 You can terminate your User Account by contacting Customer Support through email at [email protected].
13.2 You may also terminate your User Account in accordance with the Responsible Social Gameplay Policy. For more information about responsible social gameplay please read our Responsible Social Gameplay Policy.
13.3 We may terminate or suspend the RealPrize Agreement under:
13.3.1 Clauses 6.4, 6.5, or 6.6 (VERIFICATION CHECKS) in the General Terms and Conditions;
13.3.2 Clauses 10.3, 10.4 or 10.12 (USER ACCOUNT AND REGISTRATION) in the General Terms and Conditions;
13.3.3 Clauses 12.3 (INACTIVE USER ACCOUNT POLICY) in the General Terms and Conditions;
13.3.4 Clause 16.1 (SUPPORT, COMPLAINTS AND CLAIMS) in the General Terms and Conditions;
13.3.5 Clause 19.14.4 (GOLD COINS) in the General Terms and Conditions;
13.3.6 Clause 20.2.2 (PROMOTIONS) in the General Terms and Conditions;
13.3.7 Clause 21.10 (TAXES, PAYMENTS AND PRICING) in the General Terms and Conditions;
13.3.8 Clause 24.1 (PROHIBITED ACTIVITY) in the General Terms and Conditions;
13.3.9 Clause 10.1 (TAXES, PAYMENTS AND PRICING) in the Promotional Play Rules;
13.3.10 Clause 16.1.4 (Further Provisions) in the Promotional Play Rules; or
13.3.11 Any provision of the RealPrize Agreement under which we can terminate or suspend your User Account.
13.4 We may also, at our discretion, suspend or terminate your User Account:
13.4.1 for any reason we decide to discontinue to provide the RealPrize Services in general;
13.4.2 for any reason we decide to discontinue to provide the RealPrize Services specifically to you;
13.4.3 you are in breach of any provision in the RealPrize Agreement; or
13.4.4 we reasonably suspect that you are in breach of any provision of the RealPrize Agreement.
13.5 If your User Account is suspended, we may still terminate your User Account. During the suspension of your User Account, you will not be able to participate in the Contests, purchase or use Gold Coins, receive or use Sweep Coins and Redeemable Sweep Coins nor receive any Sweep Prizes, until at our discretion we decide to lift the suspension.
13.6 If your User Account is terminated, all licenses granted to you under the RealPrize Agreement shall immediately terminate and you must cease using the Site and Site Content. Additionally, you shall forfeit, and we shall retain all Gold Coins, Sweep Coins and Redeemable Sweep Coins in your User Account. At our discretion, you shall forfeit any Sweep Prizes which have not been sent to you and we shall retain such Sweep Prizes, and we may retain any or all of the balance in your User Account. However,
13.6.1 If your User Account is terminated under Clause 13.1 or 13.4.2, we may at our discretion, allow you to redeem any Redeemable Sweep Coins which you have not redeemed as of when your User Account is terminated within 21 days of termination of your User Account, subject to Clauses 18.1-18.5 (inclusive) (SWEEP PRIZES) and any other terms of the RealPrize Agreement; or
13.6.2 If you terminate your User Account under Clause 13.2, you may redeem any Redeemable Sweep Coins which you have not redeemed as of when your User Account is terminated within 21 days of termination of your User Account, subject to Clauses 18.1-18.5 (inclusive) (SWEEP PRIZES) and any other terms of the RealPrize Agreement.
13.7 In the event that your User Account is terminated other than as a result of Clause 13.1, you shall not open another account with the Company.
13.8 The rights set out in this Clause 13 (TERMINATION OF YOUR USER ACCOUNT) are without prejudice to any other rights or remedies that we may have against you under the RealPrize Agreement or otherwise. For the avoidance of doubt, you further acknowledge that the termination or suspension of the User Account shall in no way prevent us from pursuing criminal or civil proceedings in connection with any misconduct or breach of the RealPrize Agreement.
13.9 For the avoidance of doubt, if your User Account is terminated, the RealPrize Agreement will automatically terminate and if the RealPrize Agreement is terminated your User Account will automatically terminate.
13.10 Any provisions hereof which expressly or by their nature are required to survive termination or expiration of the RealPrize Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose. Without derogating from the generality of the FOREGOING CLAUSES 1 (INTERPRETATION), 2 (DEFINITIONS), 5 (MODIFICATION OF THE SITE AND SITE CONTENT), 8 (WE DO NOT PROVIDE LEGAL AND TAX ADVICE AND WE ARE NOT A FINANCIAL INSTITUTION), 9.3 (RESPONSIBLE SOCIAL GAMEPLAY), 12.3 (INACTIVE USER ACCOUNT POLICY),13.6-13.10 (INCLUSIVE) (TERMINATION OF YOUR USER ACCOUNT), 14.1-14.4 (INCLUSIVE) (INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIONS AND LICENSE TO USE THE SOFTWARE, SITE AND SITE CONTENT), 19.9 (GOLD COINS), 20.3 (PROMOTIONS), 21.1 -21.8 (INCLUSIVE), 21.16 – 21.21 (INCLUSIVE) (TAXES, PAYMENTS AND PRICING), 22 (PUBLICITY AND RELEASE), 23 (THIRD PARTY SERVICES), 24.2 (PROHIBITED ACTIVITY), 25 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS), 26 (YOUR INDEMNIFICATION), 27 (DISCLAIMER OF WARRANTIES), 28 (MALFUNCTIONS AND ERRORS), 29 (LIMITATIONS OF LIABILITY) AND 30 (ADDITIONAL PROVISIONS) OF THE GENERAL TERMS AND CONDITIONS AND CLAUSES 2.4 (GENERAL), 3.2 (MODIFICATION OF THE SWEEP COINS MODE CONTESTS), 8.7 (SWEEP COINS), 9.4, 9.8-9.23, 10 (TAXES, PAYMENTS AND PRICING), 11 (DISPUTES), 12 (RELEASED OF DISCHARGED PARTIES), 13 (SUPPLEMENTARY LIMITATIONS OF LIABILITY) AND 14 (VERIFICATION OF REDEEMABLE SWEEP COINS) OF THE PROMOTIONAL PLAY RULES, SHALL SURVIVE TERMINATION OF THE REALPRIZE AGREEMENT.
14.1 The Site and the Site Content are proprietary and are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties.
14.2 You acknowledge and agree that all intellectual property rights in the Site and Site Content, (including without limitation any software, brand names trademarks, service marks, trade names, design rights, database rights copyright, layout, look and feel and the Site Content) as well as all derivative works or modifications of any of the foregoing, shall remain at all times vested in the Company or its respective licensors and you shall not obtain any rights in any of the foregoing other than as stated in Clause 14.5 (including without limitation express or implied or by way of estoppel).
14.3 You agree that you shall not:
14.3.1 reproduce or modify the Site or Site Content (including without limitation any software, brand names trademarks, service marks, trade names, design rights, database rights copyright, layout, look and feel and the Site Content) as well as all derivative works or modifications of any of the foregoing in any way, including but not limited to by removing any copyright or trademark.
14.3.2 sell, sublicense, lease, assign, delegate, transfer, distribute, encumber or otherwise transform the Site, Site Content or any software used with respect to the Site or the Site Content;
14.3.3 copy, redistribute, publish, reverse engineer, decompile, disassemble, modify, translate or make any attempt to access the source code to create derivate works of the source code used in the software used with respect to the Site or the Site Content,;
14.3.4 make the Site, Site Content or the software used with respect to the Site or the Site Content available to any third party through a computer network or otherwise; and
14.3.5 use the Site, Site Content or used with respect to the Site or the Site Content in a manner that violates applicable laws or regulations.
14.4 We reserve all rights not expressly granted herein.
14.5 Subject to your strict compliance with the terms of the RealPrize Agreement, during the term of the RealPrize Agreement, we hereby grant you a personal, limited, suspendable, revocable, non-exclusive, non-assignable, non-transferable, non-sub-licensable right to use the Site and Site Content including without limitation any software used with respect to the Site or the Site Content, on a device which is owned or controlled by you, solely in connection with your use of the RealPrize Services and solely for your personal recreational and entertainment purposes only.
Each of the Contests has its own specific set of rules. It is your responsibility to read and fully understand the rules of the Contest prior to participating in such Contest.
16.1 As part of the RealPrize Services, we may provide a chat feature that allows you to communicate with our end-user support team. In the event we determine you have abused the chat feature or acted in a manner which we determine is abusive, offensive defamatory, harassing, insulting fraudulent, or which breaches any law or regulation, we may, at our discretion, suspend or terminate your access to the chat feature or your User Account.
16.2 In the event of a discrepancy between the result shown on your device and our server software, the result shown on our server software will be the official and governing result.
16.3 If you have a complaint, you can contact our Customer Support at [email protected]. When contacting Customer Support, you must include: (i) a detailed explanation of your complaint or claim (as applicable); (ii) your username and your full name associated with your User Account; (iii) the email associated with your User Account at the time you send the complaint or claim (as applicable); and (iv) all relevant information and supporting materials relating to your complaint or claim (as applicable) including any relevant dates, times and screenshots. In addition, you hereby agree to provide us with any additional information and supporting materials which we may request with respect to your claim or complaint or claim (as applicable).
16.4 Your failure to provide to us any of the information, details and supporting materials referred to in Clause 16.3 in a timely manner may result in a delay in our ability to identify, review and respond to your complaint or claim (as applicable) in a timely manner.
16.5 Subject to Clause 16.4, Customer Support will review your claim or complaint (as applicable) t and will seek to provide you with its decision within thirty (30) days of you submitting your claim or complaint (as applicable).
16.6 Our decisions shall be final and binding, subject to your right to invoke the process detailed in Clause 25 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS).
17.1 At our discretion, you may obtain Sweep Coins in multiple free ways as detailed in the Promotional Play Rules.
17.2 Sweep Coins can be used to play Sweep Coins Mode Contests for a chance to obtain Redeemable Sweep Coins.
17.3 Sweep Coins cannot be purchased and have no monetary value. Sweep Coins cannot be withdrawn or transferred or exchanged, however, Redeemable Sweep Coins may be redeemed for Sweep Prizes.
17.4 The amount of Sweep Coins which are credited to you will be displayed in the Sweep Coins wallet in your User Account.
17.5 For additional information regarding the provision by us and your use of Sweep Coins and Redeemable Sweep Coins, please see the Promotional Play Rules.
Sweep Prizes Restrictions
18.1 The minimum amount which can be obtained by redeeming Redeemable Sweep Coins, which may be amended at our discretion at any time and without notice to you, is:
18.1.1 Forty-five (45) United States Dollars for Gift Card Prizes; and
18.1.2 One hundred (100) United States Dollars for Sweep Prizes which are cash.
18.2 Sweep Coins granted to you cannot be directly redeemed for Sweep Prizes: (i) Sweep Coins granted to you must be played at least once on the Sweep Coins Mode Contests before Sweep Prizes can be obtained by redeeming Redeemable Sweep Coins; or (ii) however, at our discretion, we may require that any Sweep Coins granted to you must be played a greater number of times in any combination of Sweep Coins Mode Contests before Sweep Prizes can be obtained by redeeming Redeemable Sweep Coins ((i) and (ii) collectively the “Play Through Requirements“).
18.3 We may impose limits on the amount of Redeemable Sweep Coins you can redeem, per day or to any other amount as determined by us or required by applicable law, regulation or our service providers, as notified to you through the RealPrize Agreement or Site Content.
Without detracting from the paragraph above, at present:
18.3.1 the maximum amount of Redeemable Sweep Coins which you may redeem for Sweep Prizes, is capped at 10,000 USD per day; and
18.3.2 you can only have one redemption request to redeem Redeemable Sweep Coins for Sweep Prizes open at any one time, you will only be able to make a redemption request to redeem Redeemable Sweep Coins for Sweep Prizes, if no other redemption request is pending approval by us.
18.4 We reserve the right to remove, expire, limit, change, manage, regulate, control, modify or eliminate Redeemable Sweep Coins, whether generally or specifically to you and we shall have no liability to you with respect to the exercise of such rights.
18.5 If you are located in or registered in the State of Florida, a cap of 5,000 United States Dollars will apply to any Redeemable Sweep Coins won on any one spin, play or equivalent.
18.6 Sweep Prizes can only be obtained by redeeming Redeemable Sweep Coins subject to Clauses 18.1- 18.5 (inclusive).
18.7 For additional information regarding the redemption of Redeemable Sweep Coins and obtaining and using Sweep Prizes, please see the Promotional Play Rules.
19.1 Gold Coins may be granted to you by the Company, in the following ways:
19.1.1 Purchases: you can purchase Gold Coins through the RealPrize Services (purchasing Gold Coins is strictly voluntary);
19.1.2 As a Welcome Bonus: You may receive Gold Coins as a Welcome Bonus for registering your first User Account with the Company;
19.1.3 As a Daily Bonus: You may obtain Gold Coins daily by logging into your account each day and claiming the Daily Bonus. You may only claim the Daily Bonus once per each 24-hour period. The amount of Gold Coins you shall obtain shall be made available to you through the Site, Site Content or via a pop up;
19.1.4 Through Various Promotional Campaigns (for example, Referring A Friend Bonus): You may receive Gold Coins as a bonus through participating in various promotions that we may run from time to time, subject to your compliance with the RealPrize Agreement and the relevant Promotion Terms.
19.1.5 Through the Loyalty Club: You may receive Gold Coins for participating in the Loyalty Club.
19.1.6 As A Periodic Bonus: You may receive Gold Coins as a periodic bonus as determined by us.
19.1.7 Social Network Giveaways or Challenges: We may hold Causal Chips giveaway contests or challenges on the RealPrize social media pages, which you can enter by following the instructions provided in the relevant contest or challenge. These giveaways may require the sharing, liking, commenting or other interaction with a specific social media post, completing a challenge or answering various game related questions to be eligible for entry. The amount of Gold Coins given away in such contests and challenges will be stated on the applicable Gold Coins post or on the relevant RealPrize social media page and will be added to each contest or challenge winner’s User Account after the conclusion of the contest or challenge (as applicable). These contests and challenges may be subject to additional restrictions and rules as referenced in the contest materials at the time of the contest as well as the General Terms and Conditions in effect at the time
19.2 The entry fee into the Gold Coins Mode Contests is solely paid in Gold Coins for the chance to obtain Gold Coins.
19.3 Gold Coins have no monetary value and cannot be withdrawn, traded, transferred, exchanged or used to obtain Sweep Coins, Redeemable Sweep Coins, or Sweep Prizes.
19.4 The amount of Gold Coins which are credited to you will be displayed in the Gold Coins wallet in your User Account.
19.5 Gold Coins can only be used on Gold Coins Mode Contests, and you may only participate in Gold Coins Mode Contests, if you possess a sufficient number of Gold Coins for playing in the relevant Gold Coins Mode Contest in the Gold Coins wallet in your User Account.
19.6 The number of Gold Coins required for playing each Contest in Gold Coins Contest Mode is displayed in either the applicable Contest rules or in the Contest itself.
19.7 Once you select the Gold Coins for use in Gold Coins Contest Mode and our acceptance of this, you cannot cancel the use of such Gold Coins and such Gold Coins will be deducted from the Gold Coins wallet in your User Account.
19.8 Following your purchase of Gold Coins, we will draw funds from the Remittance Instrument or Additional Remittance Instrument.
19.9 We reserve the right to remove, expire, limit, change, manage, regulate, control, modify or eliminate Gold Coins, whether generally or specifically to you and we shall have no liability to you with respect to the exercise of such rights.
19.10 You agree not to transfer, attempt to transfer, assign, attempt to assign, sub-license, attempt to sublicense, sell, attempt to sell, give, attempt to give, trade or attempt to trade, Gold Coins. Any such attempt by you is prohibited and will be void.
19.11 We may designate through the Site Content or through the RealPrize Agreement, the limits on the number of Gold Coins you can purchase at any one time or over the course of a period of time, which may be amended at our discretion without notice to you.
19.12 In the event of an incorrect crediting of Gold Coins to you, you agree that as soon as you become aware of this you shall immediately notify us by email at: [email protected].
19.13 We reserve the right to charge you processing fees with respect to the purchase of any Gold Coins. as notified to you through the Site Content.
19.14 If we determine that your posts or comments: (i) on any of the RealPrize social media pages are incorrect, damaging, libelous, illegal, defamatory, obscene, pornographic, sexual, offensive, abusive, indecent, threatening, bullying, spiteful, upsetting, harassing, hateful, offensive or otherwise unlawful or prejudicial of any person or group on the grounds of race, religion, sex, sexual orientation, age or disability; or (ii) elsewhere, which are unfair, incorrect, damaging, harassing, bullying, spiteful or upsetting, which is directed at us, our representatives or other end users of the RealPrize Services, we reserve the right to:
19.14.1 remove the posts or comments;
19.14.2 disqualify you from participating in the Gold Coins Mode Contests and using Gold Coins;
19.14.3 inform the operator or owner of the social media platform; or
19.14.4 terminate or suspend your User Account.
20.1 From time to time, we may offer promotions or bonus offers, and we may vary or cancel any promotion or bonus offer (as applicable) at any time. The promotions and bonus offers are subject to the RealPrize Agreement and promotion-specific terms and conditions made available to you (“Promotion Terms“).
20.2 If we have reasonable suspicion that you are abusing or attempting to abuse a special offer or bonus offer (as applicable) or you have engaged in fraudulent or illegal conduct, then we may, at our discretion:
20.2.1 deny, withhold or withdraw from you any special offer or bonus offer, either temporarily or permanently, or
20.2.2 terminate or suspend your User Account.
20.3 In the event and to the extent of any conflict between the RealPrize Agreement and any Promotion Terms, the Promotion Terms will govern.
Taxes
21.1 Prior to your redemption in aggregate of 600 United States Dollars or more in Redeemable Sweep Coins over one calendar year, we may suspend your ability to redeem Redeemable Sweep Coins, until you provide us with your address and social security details as well as any other information and documentation we may request. These details may be used to allow us to comply with tax regulations and may be shared with appropriate tax authorities.
If we do not receive such information and documentation, or at our sole discretion we believe that such information or documentation is incomplete, false or inaccurate, such suspension shall remain, until we have received such documentation and information to our satisfaction.
For the avoidance of doubt, this Clause shall in no way detract from our rights in Clause 6 (VERIFICATION CHECKS) nor from terminating or suspending your User Account.
21.2 We may decide in our sole discretion whether we wish to provide any details to you in connection with your individual tax filing obligations, or otherwise. We do not offer any tax advice. If you require any tax advice or assistance regarding tax matters, you should consult with an appropriate advisor, please see Clause 8.2 (WE DO NOT PROVIDE LEGAL AND TAX ADVICE AND WE ARE NOT A FINANCIAL INSTITUTION).
21.3 You warrant, represent and confirm to us, that you are not subject to backup withholding tax because:
21.3.1 you are exempt from backup withholding;
21.3.2 you have not been notified by the Internal Revenue Service (IRS) that you are subject to backup withholding as a result of a failure to report all interest or dividends; or
21.3.3 the IRS has notified you that you are no longer subject to backup withholding.
21.4 All payments made by you to us, and your redemption of any Redeemable Sweep Coins for Sweep Prizes and Sweep Prizes are exclusive of all taxes, duties, levies, charges and similar governmental assessments, including sales taxes, uses tax, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon, excluding taxes based on our net income (collectively “Relevant Taxes“), which you solely shall be responsible to pay.
21.5 In addition, we reserve the right to charge you any Relevant Taxes or charge a fee to offset any Relevant Taxes.
21.6 All payments made by us and the redemption of any Redeemable Sweep Coins for Sweep Prizes, shall be inclusive of all Relevant Taxes which you solely shall be responsible to pay.
21.7 In the event that under applicable law, we are required to deduct and withhold any amount from Sweep Prizes and to pay over to the relevant tax authorities, any amount on account of Relevant Taxes, any such amount deducted and withheld by the Company shall be deemed paid to you for all purposes hereunder.
21.8 You are solely responsible for filing and paying applicable state, local and federal taxes, duties, levies or fees on Gold Coins, Redeemable Sweep Coins and Sweep Prizes.
Payments and Pricing
21.9 The Remittance Instrument and Additional Remittance Instrument must be registered solely under your personal name, lawfully belong to you and be legally and beneficially owned by you. For the avoidance of doubt, you shall not purchase the Gold Coins from any business or corporate account nor shall you request that any cash redeemed as a Sweep Prize is paid to any business or corporate account.
21.10 If we discover or suspect that the name used to register your User Account is different from the name associated with your Remittance Instrument or Additional Remittance Instrument, we reserve the right to immediately terminate or suspend your User Account.
21.11 The funds which you use to purchase Gold Coins must not be linked to any illegality.
21.12 We may revise the pricing for Gold Coins at any time.
21.13 Except as required by applicable law, purchases of Gold Coins are final and are not refundable. You agree to notify us about any billing problems or discrepancies within thirty (30) days from the date of your purchase of the applicable Gold Coins. If you do not bring them to our attention within 30 days, you agree that you waive your right to dispute such problems or discrepancies.
21.14 We may, at our sole discretion, issue refunds or credits on a case-by-case basis. Any such refund or credit granted shall not impose any obligation on us to provide the same refund or credit in the future.
21.15 All payments, including the purchase of Gold Coins and redemption of any Redeemable Sweep Coins for cash are conducted in United States Dollars. You are responsible for ensuring that your Remittance Instrument and Additional Remittance Instrument are capable of processing the transactions in United States Dollars.
21.16 We may at our discretion, appoint third-party payment administration agents to accept or make payments from you on our behalf or to make payments to you on our behalf. In no event will we be liable for any losses, damages or liabilities resulting from the acts or omissions of such agents.
21.17 In addition, we and any payment administration agents and payment facilitators which are used as part of the RealPrize Services may store and keep your payment information (for example your card number or token) on file to process any future purchases you may make. By accepting and agreeing to these General Terms and Conditions, you authorize us, the payment administration agents and payment facilitators to store and keep your payment credentials in compliance with applicable payment processing regulations.
21.18 Without detracting from Clauses 21.16 and 21.17, payment processing is handled by one of our Related Entities, Realplay (EU) Limited with an address at Madison Building Midtown, Queensway, Gibraltar – GX11 1AA.
21.19 You agree to reimburse us for all reversals, charge-backs, claims, fees, fines, penalties and any other liability incurred by us (including costs and related expenses) that are caused by or arising out of payments that you authorized or accepted or that were authorized or accepted using your User Account (even if not authorized by you).
21.20 If any of your purchases are returned or reversed or charged back, the amount of the applicable purchase will be a debt which you owe to us and you must immediately pay us such amount. We reserve the right to void any purchases which you make, and you will not be permitted to redeem any Sweep Coins until we have received such amount.
21.21 You are solely responsible for any foreign exchange transaction fees, charges, or other related costs which are charged or incurred in relation to payments made to us or by us, including but not limited to any losses or costs arising from foreign exchange fluctuations.
22.1 By participating in any Contests, unless prohibited by law, you irrevocably grant and authorize the Approved Entities the rights to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use, and permit others to use, your name, username, image, likeness, age, appearance, avatar, voice, opinions, videos, and photographs in perpetuity and all materials created by or on behalf of any entity of the Company that incorporate any of the foregoing in perpetuity throughout the universe in any medium or format whatsoever now existing or hereafter created in connection with:
22.1.1 the marketing or promotion of any entity of the Company’s services, activities or offerings; or
22.1.2 the development, exploitation, distribution, marketing, promotion or production of the Site, or any future offerings.
22.2 You agree that participating in any Contests constitutes complete compensation for the permit, authorize, grant, and license provided by you in this Clause 22 and you agree not to seek any further consent or any royalty, payment, or other compensation.
23.1 The Site or Site Content may include links to third-party websites, applications, services, offerings, products or other activities (collectively the “External Offerings“) that are not owned or controlled by us. These links are provided for your convenience and do not imply our endorsement or liability for the offerings, content, products, services or materials displayed or offered by such External Offerings. Your use of such External Offerings is at your own risk and subject to the terms governing the use of such External Offerings. You acknowledge that we are not responsible for any liabilities arising from your use of the External Offerings. Any issues or complaints that you may have should be directed to such External Offerings. You acknowledge that when you interact with these links any data that you provide afterwards is subject to the relevant External Offerings terms of service and privacy policy, and not to our General Terms and Conditions or our Privacy Policy. We assume no responsibility for the content, safety, privacy, or security of any External Offerings, and you agree to hold us harmless from any losses or damages resulting from their use.
23.2 If you have downloaded the application from the Apple, Inc. (“Apple“) App Store or if you are using the Apps on an iOS device, you acknowledge and agree that:
23.2.1 The RealPrize Agreement constitutes an agreement between you and the Company, not Apple.
23.2.2 the Company is solely responsible for the application and the content thereof;
23.2.3 you may only use the iOS version of the application on Apple-branded product that runs iOS and that you own and control. Your use of the iOS version of the application must comply with the terms of use applicable to the Apple source from which you obtain it (including the “Usage Rules” set forth in the Apple App Store Terms of Use);
23.2.4 Apple has no obligation to provide any maintenance and support services with respect to the application.
23.2.5 Apple is not responsible for addressing any claims you have or any claims of any third party relating to the application or your possession and use of the application, including, but not limited to:
23.2.5.1 product warranty or liability claims;
23.2.5.2 any claim that the application fails to conform to any applicable legal or regulatory requirement;
23.2.5.3 claims arising under consumer protection or similar legislation; or
23.2.5.4 claims that the application infringes a third party’s intellectual property rights.
23.2.6 if the IOS version of the application fails to conform to any applicable warranty that has not been effectively disclaimed by these General terms and Conditions, you may notify Apple, and Apple will refund the purchase price for the application (if any) to you; to the maximum extent permitted by applicable law. Apple will have no other warranty or obligation whatsoever with respect to the application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be our responsibility, but only to the extent provided by the General Terms and Conditions;
23.2.7 You warrant and represent that:
23.2.7.1 you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and
23.2.7.2 you are not listed on any U.S. Government list of prohibited or restricted parties;
23.2.8 You must comply with applicable third party terms of agreement when using the application.
23.2.9 Apple’s subsidiaries are third party beneficiaries of the General Terms and Conditions, and that, upon your acceptance of the terms and conditions of the General Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce the General Terms and Conditions against you as a third party beneficiary thereof.
24.1 You are strictly prohibited from using the Site, Site Content or the Sweep Prizes for any unlawful, illegal or fraudulent activity. If we determine or suspect that you have engaged in or assisted in fraudulent, illegal or unlawful activity this shall be a breach of the RealPrize Agreement and we may terminate or suspend your User Account. The following are some examples of fraudulent, illegal or unlawful activities:
24.1.1 using the Site, Site Content or Sweep Prizes in violation of any applicable law or regulation;
24.1.2 where the source of funds used by you are illegal or unlawful;
24.1.3 using the Site or RealPrize Services to facilitate any type of illegal money transfer (including without limitation money laundering);
24.1.4 abusing or abusing the Site, Site Content or Sweep Prizes;
24.1.5 any illegal or unlawful conduct by you;
24.1.6 using the RealPrize Services or the Site commercially, for benchmarking or to compile information for a product or service which includes but is not limited to a competing product or service to the RealPrize Services;
24.1.7 taking advantage of any software failure, malfunction or bug;
24.1.8 using any automated means, software assisted methods or techniques (including but not limited to bots, scripts and third party tools) to access the RealPrize Services or play the Contests;
24.1.9 any attempt by you to transfer, assign or sell your User Account;
24.1.10 any transfer, assignment or sale by you of your User Account;
24.1.11 providing tampered, false, misleading or inaccurate information or documentation to us;
24.1.12 scraping indexing, framing, linking, or copying any Site Content or information made available through the RealPrize Services;
24.1.13 using automated means (including but not limited to scripts and third-party tools) to interact with the RealPrize Services in any way
24.1.14 interfering with any other individual’s use and enjoyment of the RealPrize Services;
24.1.15 chargebacks with respect to any purchase of Gold Coins;
24.1.16 using another individual’s account;
24.1.17 interfering with or disrupting the integrity or performance of the RealPrize Services;
24.1.18 using the Site or RealPrize Services to obtain other end-users information or spamming other end-users;
24.1.19 using any robot, spider, scraper, or other automated means to access, harvest, or scrape the Site Content;
24.1.20 any form of cheating or collusion;
24.1.21 hacking the Site or RealPrize Services;
24.1.22 using automated means (including but not limited to harvesting bots, robots, parser, spiders or screen scrapers) to obtain, collect or access any information from the RealPrize Services other end-users;
24.1.23 abusing any bonus offer or bonus style system;
24.1.24 using IP proxying (for example using a VPN) or other methods to disguise your location or the place of your residence;
24.1.25 circumventing geographical restrictions placed by us;
24.1.26 taking any action that could disable, overburden or impair the proper working of the RealPrize Services or the Site;
24.1.27 breaking into, accessing or attempting to break into or access or otherwise circumvent our security measures or systems, which includes but is not limited to circumventing our systems to use the RealPrize Services or the Site when you have opted out from receiving the RealPrize Services;
24.1.28 if you use the Site, Site Content or RealPrize Services when you have been declared bankrupt; or
24.1.29 introducing viruses, Trojans, worms, logic bombs, spyware, malware, or other similar material.
24.2 We reserve the right to report your identity and any suspected unlawful, illegal or fraudulent activity to the relevant authorities, other online service providers and banks, credit card companies, electronic payment providers or other financial institutions. You agree to fully cooperate with us in investigating such activity.
PLEASE READ THIS CLAUSE 25 CAREFULLY BECAUSE IT MAY REQUIRE YOU AND THE COMPANY TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU AND THE COMPANY CAN SEEK RELIEF FROM EACH OTHER.
THIS CLAUSE 25 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) SHALL BE CONSTRUED UNDER AND BE SUBJECT TO THE FEDERAL ARBITRATION ACT, NOTWITHSTANDING ANY OTHER CHOICE OF LAW SET OUT IN THE REALPRIZE AGREEMENT.
By agreeing to these terms, and to the extent permitted by applicable law, you and the Company agree that any and all past, present and future disputes, claims or causes of action between you and the Company arising out of or relating to the RealPrize Agreement, the Site, Site Content, Sweep Prizes, the formation of the RealPrize Agreement or any other dispute between you and the Company and whether arising prior to or after your agreement to this Clause 25, (each a “Dispute”) will be governed by the procedure detailed below in this Clause 25.
You and the Company further agree that any arbitration pursuant to this Clause 25 shall not proceed as a class, group or representative action.
25.1 Informal Dispute Resolution
Prior to your filing of a claim against the Company, you hereby agree that you will try and resolve the Dispute informally by contacting us at [email protected].
Similarly, prior to the Company filing a claim against you, the Company agrees that the Company will try and resolve the Dispute informally by contacting you through the email address associated with your Account at the time of the Dispute (if such email has been provided).
If a Dispute has not been resolved within 45 days of the email stating that there is a Dispute is sent, you or the Company, may start the arbitration proceeding as detailed below.
25.2 Agreement to Arbitrate
By agreeing to the RealPrize Agreement, and to the extent permitted by applicable law, you and the Company each and both agree to resolve any Dispute — including any Dispute concerning the enforceability, validity, scope or severability of this agreement to arbitrate — through final and binding arbitration as detailed in this Clause 25.
25.3 30 Day Opt Out of the Agreement to Arbitrate
You may, at your discretion, opt out and not be bound by the agreement to arbitrate by sending written notice by e-mail [email protected] within 30 days of first accepting the RealPrize Agreement, with the subject line “ARBITRATION OPT-OUT” and including your first and last name, email address and postal address stating that you reject this arbitration agreement.
By opting out of the agreement to arbitrate in this Clause 25, you will not be prevented from playing the Contests, but you and the Company will not be allowed to invoke the mutual agreement to arbitrate to resolve any Dispute under the RealPrize Agreement otherwise provided herein.
In the event you exercise your right to opt out of the agreement to arbitrate, the limitations and restrictions applicable to litigation that are set out in this Clause 25 shall continue to apply to you.
If you opt out of this agreement to arbitrate and at such time, you were bound by an existing agreement to arbitrate any Dispute arising out of or related to your use of or access to the Site, Site Content or Sweep Prizes, that existing arbitration agreement will remain in full force and effect. This means that if you are bound by an agreement to arbitrate at the time you opt out of this one, that prior agreement to arbitrate will continue to apply to you.
25.4 Arbitration Procedures and Fees
You and the Company agree that JAMS (“JAMS“) will administer the arbitration under its Comprehensive Arbitration Rules and Procedures, (“JAMS Rules“) in effect at the time the arbitration is sought. The JAMS Rules are available at www.jamsadr.com.
Except as provided in Section 25.6 (Batch Arbitration), the arbitration shall proceed on an individual basis and shall be handled by a sole arbitrator in accordance with those rules; provided that the parties shall be presented with a list of five potential arbitrators and shall rank those potential arbitrators in order of preference. JAMS shall select the arbitrator with the highest combined preference.
You and the Company agree that, unless and only to the extent prohibited under JAMS Rules or applicable law, the arbitration will be held in Wilmington, the State of Delaware in the USA or, at either party’s election, the arbitration will be conducted telephonically or through other remote electronic means.
The JAMS Rules will govern payment of all arbitration fees. The arbitrator shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law.
25.5 Proceedings Requiring Three Arbitrators
Notwithstanding anything to the contrary in Clause 25.4, if either party either seeks a monetary award in excess of five hundred thousand dollars ($500,000) or seeks an equitable form of relief that would significantly impact other Company end-users, in each case as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators and take place pursuant to the JAMS Rules
Each party shall select one neutral arbitrator, with the third neutral arbitrator selected in accordance with the JAMS Rules. That third arbitrator shall serve as chair of the arbitral panel and must be a retired judge with experience arbitrating or mediating disputes.
In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Clause 25.5 shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may — if selected by either party or through the JAMS selection process — participate in the arbitral panel. You and the Company agree that any award issued by a three-arbitrator panel may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election.
25.6 Batch Arbitration
To increase the efficiency of administration and resolution of arbitrations, in the event 25 (twenty-five) or more similar arbitration demands against the Company are presented by or with the assistance or coordination of the same law firm or organization or group of law firms or organizations working in coordination are submitted to JAMS, the JAMS Mass Arbitration Procedures and Guidelines (“JAMS Mass Arbitration Rules”) shall apply. In such event, the JAMS Process Administrator (as described in the JAMS Mass Arbitration Rules) shall have the authority to implement the procedures set forth in the JAMS Mass Arbitration Rules, including the authority to batch, consolidate, or otherwise group together individual arbitration demands into a single coordinated proceeding.
All provisions of this Clause 25 that are not in conflict with the JAMS Mass Arbitration Rules, including the qualifications for the arbitrators, shall continue to apply.
25.7 Class Action and Collective Arbitration Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR THE COMPANY SHALL BE ENTITLED: TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES; TO PARTICIPATE IN ANY GROUP, CLASS, COORDINATED, CONSOLIDATED, OR COLLECTIVE OR MASS ARBITRATION OR LITIGATION (EXCEPT SOLELY AS JUST STATED IN CLAUSE 25.6); TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS; TO ARBITRATE OR LITIGATE ANY DISPUTE IN A PRIVATE ATTORNEY GENERAL CAPACITY; OR OTHERWISE TO SEEK TO RECOVER LOSSES OR DAMAGES (WHETHER FOR YOURSELF OR OTHERS) INCURRED BY A THIRD PARTY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THE REALPRIZE AGREEMENT, IN THE EVENT ALL OR ANY PORTION OF CLAUSES 25.5, 25.6 OR 25.7 OF THIS CLAUSE 25 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) ARE FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE IN A PARTICULAR DISPUTE, THEN THE PARTIES’ AGREEMENT TO ARBITRATE (BUT NOT THOSE PROVISIONS OF THIS CLAUSE 25 APPLICABLE TO LITIGATION) MAY BE DEEMED VOID AND AS HAVING NO EFFECT FOR PURPOSES OF THAT DISPUTE, UPON EITHER PARTY’S ELECTION.
25.8 Confidentiality
Except as may be required by law, neither party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without prior written consent of both parties.
25.9 Exceptions to Agreement to Arbitrate for Temporary Relief
Notwithstanding the other provisions of this Clause 25 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS), either you or we may bring an action in a court as authorized by Clause 30.7 (ADDITIONAL PROVISIONS) for temporary injunctive relief until an arbitrator has been empaneled and can determine whether to continue, terminate or modify such relief.
26.1 You agree on our first written demand to defend, indemnify and hold harmless, each entity in the Company and each of their respective officers, directors, employees, shareholders, stockholders, agents, partners, licensors, subcontractors, suppliers and representatives from and against any and all claims, demands, liabilities, damages, losses, judgements, settlements, rights of action, costs and expenses (whether direct, indirect, special, consequential, exemplary or punitive or other and including legal fees and attorney fees) and any other charges whatsoever, howsoever caused, that may arise as a result of or relate to:
26.1.1 any activity related to your User Account;
26.1.2 your access to or use of the RealPrize Services;
26.1.3 any fraud committed by you;
26.1.4 your breach of applicable laws or regulations;
26.1.5 your breach of the RealPrize Agreement (including without limitation any breach of any warranty, representation undertaking and covenant, affirmation, acknowledgement or agreement which you provide);
26.1.6 your access or use of the Site or Site Content;
26.1.7 your infringement of any third-party rights including without limitations any intellectual property rights;
26.1.8 your acceptance, receipt, use or misuse of any Sweep Prize;
26.1.9 your posts or comments on the RealPrize social media pages; or
26.1.10 the payment of any funds from you to us.
27.1 THE SITE, SITE CONTENT, SOFTWARE AND SWEEP PRIZES ARE PROVIDED ON AN “AS IS” BASIS AND “AS AVAILABLE” BASIS.
27.2 YOU AGREE THAT YOUR USE OF THE SITE, SITE CONTENT, SOFTWARE AND SWEEP PRIZES IS AT YOUR SOLE RISK.
27.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
27.4 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTY THAT THE SITE, SITE CONTENT, SOFTWARE AND SWEEP PRIZES (AS APPLICABLE):
27.4.1 WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
27.4.2 WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; AND
27.4.3 WILL BE FREE FROM VIRUSES, OTHER HARMFUL COMPONENTS AND VIRUSES.
27.5 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WE MAKE NO WARRANTY:
27.5.1 THAT DEFECTS OR ERRORS IN THE SITE, SITE CONTENT, SOFTWARE AND SWEEP PRIZES WILL BE CORRECTED;
27.5.2 AS TO THE ACCURACY, RELIABILITY OR USE OF ANY INFORMATION, CONTENT OR DATA PROVIDED ON OR THROUGH THE SITE OR SITE CONTENT; AND
27.5.3 THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SOFTWARE OR SITE CONTENT WILL BE ACCURATE, COMPLETE OR RELIABLE.
28.1 IF YOU ARE INCORRECTLY GRANTED GOLD COINS, SWEEP COINS, REDEEMABLE SWEEP COINS OR SWEEP PRIZES (AS APPLICABLE) AS A RESULT OF:
28.1.1 ANY HUMAN ERROR, TECHNICAL ERROR OR OTHERWISE;
28.1.2 ANY ERROR MADE BY US OR ON OUR BEHALF; OR
28.1.3 ANY BUG, DEFECT, VIRUS OR ERROR IN THE SITE, SOFTWARE OR SITE CONTENT,
THIS SHALL CONSTITUTE A DEBT TO US AND WE MAY DEDUCT THE GOLD COINS, SWEEP COINS, REDEEMABLE SWEEP COINS GRANTED TO YOU (AS APPLICABLE) FROM YOUR USER ACCOUNT.
28.2 WE RESERVE THE RIGHT TO DECLARE PARTICIPATION IN ANY OF THE CONTESTS VOID, PARTIALLY OR IN FULL, IF, IN OUR DISCRETION, WE DEEM THAT THERE WAS AN ERROR, MISTAKE, MISPRINT OR TECHNICAL ERROR IN THE RELEVANT CONTEST RULES AND WE MAY DEDUCT THE GOLD COINS, SWEEP COINS, REDEEMABLE SWEEP COINS GRANTED TO YOU (AS APPLICABLE) FROM YOUR USER ACCOUNT (THIS SHALL CONSTITUTE A DEBT TO US).
28.3 IN THE EVENT THAT THE SITE, SOFTWARE OR REALPRIZE SERVICES EXPERIENCE A SYSTEM MALFUNCTION, EACH OF THE CONTESTS AFFECTED BY ANY OF THE FOREGOING SHALL BE VOIDED BY US AND WE MAY DEDUCT THE GOLD COINS, SWEEP COINS, REDEEMABLE SWEEP COINS OR THE SWEEP PRIZES GRANTED TO YOU (AS APPLICABLE) FROM YOUR USER ACCOUNT (THIS SHALL CONSTITUTE A DEBT TO US).
28.4 IN THE EVENT OF AN ERROR OR MALFUNCTION OF ANY OF THE CONTESTS, THEN ALL PLAY RESULTING FROM THE ERROR OR MALFUNCTION WILL BE VOID AND WE MAY DEDUCT THE GOLD COINS, SWEEP COINS OR REDEEMABLE SWEEP COINS GRANTED TO YOU (AS APPLICABLE) FROM YOUR USER ACCOUNT (THIS SHALL CONSTITUTE A DEBT TO US).
29.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY ENTITY IN THE COMPANY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, STOCKHOLDERS, AGENTS, PARTNERS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS, BE RESPONSIBLE OR LIABLE TO YOU, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOST REVENUE, ATTORNEY’S FEES, INCOME, GOODWILL, USE OF DATA OR OTHER INTANGIBLE LOSSES, IN EACH CASE THAT RESULT FROM OR RELATE IN ANY MANNER TO:
29.1.1 YOUR ACCESS, USE, OR THE INABILITY TO USE THE SITE, SITE CONTENT, SWEEP PRIZES;
29.1.2 ANY ACT OR OMISSION BY US;
29.1.3 ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE OR AS PART OF THE SITE CONTENT, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER END-USERS OF THE REALPRIZE SERVICES OR THIRD-PARTIES;
29.1.4 ANY CONTENT OBTAINED FROM THE SITE CONTENT;
29.1.5 ANY UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR
29.1.6 ANY OTHER MATTER RELATING TO THE SITE, SITE CONTENT, OR SWEEP PRIZES.
29.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY ENTITY IN THE COMPANY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, STOCKHOLDERS, AGENTS, PARTNERS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT YOU HAVE PAID US IN THE THIRTY DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID US ANY AMOUNTS IN THE THIRTY DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO STOP USING THE SITE AND SITE CONTENT AND TO CLOSE YOUR USER ACCOUNT.
29.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, SITE CONTENT, OR SWEEP PRIZES OR THE REALPRIZE AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE.
29.4 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE IN NO WAY SHALL BE RESPONSIBLE FOR ANY OPINIONS, VIEWS, ADVICE, STATEMENTS OR OTHER CONTRIBUTIONS POSTED ON OR THROUGH THE SITE OR THE SITE CONTENT (INCLUDING, WITHOUT LIMITATION, ANY USER GENERATED CONTENT OR IN ANY INTERACTIVE AREAS OF THE REALPRIZE SERVICES OR THE SITE) BY ANY PERSON OR ENTITY OTHER THAN AN AUTHORIZED COMPANY REPRESENTATIVE.
29.5 FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU FURTHER WAIVE ALL RIGHTS TO HAVE DAMAGES MULTIPLIED OR INCREASED.
29.6 ADDITIONAL DISCLAIMERS MAY APPEAR WITHIN THE SITE CONTENT AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE REALPRIZE SERVICES, GOLD COINS, SWEEP COINS, REDEEMABLE SWEEP COINS OR SWEEP PRIZES, SUCH GREATER RESTRICTIONS SHALL APPLY.
29.7 BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES/JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
29.8 IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:
29.8.1 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
29.8.2 IF YOU ARE NOT A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER ANY STATUTE OR COMMON LAW PRINCIPLE SIMILAR TO CALIFORNIA CIVIL CODE SECTION 1542 THAT GOVERNS YOUR RIGHTS IN THE JURISDICTION OF YOUR RESIDENCE.
30.1 Assignment. You may not assign, charge, transfer, delegate or sub-license any rights and obligations under the RealPrize Agreement. We reserve the right to assign, charge, transfer, delegate or sub-license any of our rights and obligations under the RealPrize Agreement to any third party without notice to you.
30.2 Business Transfers. In the event we undergo a change of control, merger, acquisition, or sale of assets, your User Account and associated data may be part of the assets transferred to the purchaser or acquiring party.
30.3 Conflicts. In the event of any conflict between the General Terms and Conditions, the Promotional Play Rules, Responsible Social Gameplay Policy, the General Terms and Conditions will govern solely to the extent necessary to resolve the conflict, unless there is an express statement to the contrary.
30.4 Entire RealPrize Agreement. The RealPrize Agreement constitutes the entire agreement between us regarding its subject matter, superseding any prior agreement, understanding or arrangement between us, whether written or oral.
30.5 Force Majeure. We will not be held liable for any failure or delay in performing any of our obligations under the RealPrize Agreement for so long as our performance is directly or indirectly prevented, hindered or delayed by a Force Majeure Occurrence.
30.6 Governing Law. The Company and you agree that the Company and your entire relationship, the RealPrize Agreement (including without limitation its construction, validity, interpretation and enforceability) and your use of the Site, Site Content and Sweep Prizes, are governed by and shall be construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. The application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded.
30.7 Governing Jurisdiction Subject to Clause 25 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS), you and the Company agree that any Dispute will be submitted exclusively to the courts in Wilmington, the State of Delaware and you and we consent to the venue and personal jurisdiction of those courts. Notwithstanding the foregoing, the parties agree that either party may move to compel arbitration or to enforce an arbitral award issued hereunder before any court of competent jurisdiction.
EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE DISPUTE OR ANY TRANSACTIONS BETWEEN THE PARTIES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.
30.8 No Agency. Nothing in the RealPrize Agreement shall be interpreted as creating an agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and us.
30.9 Notice. You agree that we may provide any and all notices to you via email at the email address which we have on our records, and that all such notices shall be deemed given at the time that they are sent.
30.10 No Waiver: A failure or delay by us in exercising any right under the RealPrize Agreement shall not be deemed as a waiver of that right. Furthermore, any partial or single exercise of any right shall not preclude any further exercise of any of these rights or the exercise of any other right.
30.11 Severability: Any provision of the RealPrize Agreement which is deemed to be invalid, illegal or unenforceable by a competent authority, shall be amended in a manner consistent with applicable laws to reflect, as closely as possible, the original import of the invalid, illegal or unenforceable provision (or deleted if no such amendment is feasible), and such amendment or deletion (as applicable) shall not affect the enforceability of the other provisions of the RealPrize Agreement.
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