Versus Systems Platform Terms of Service/Master Official Rules
Effective Date: May 31, 2017
PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR PARTICIPATION IN THE VERSUS SYSTEMS PLATFORM.
IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 17.
Versus Systems Ltd. (“Versus”, “we,” “us,” and “our”) offers the Versus Systems Platform (this “Program”), which is a community that offers eligible individuals an opportunity to participate in online video gaming challenges, competitions and tournaments (collectively, “Competitions”), subject to compliance with the terms and conditions set forth in this Versus Systems Platform Terms of Service/Master Official Rules (collectively, these “Terms”).
By accessing or participating in the Program, you accept and agree to be legally bound by these Terms, whether or not you sign-up as a Participant (defined below) of the Program. If you wish to become a Participant and participate in the Program, please read these Terms and indicate your acceptance to these Terms by following the instructions in the Program sign-up process. It is important that you review these Terms regularly. We may impose limits on certain features, activities, promotions or services and may restrict, suspend, terminate your access to the Program, in whole or in part, at any time and for any or no reason, with or without prior notice and without liability.
Each time you access and/or use the Program, you agree to be bound by and comply with these Terms and any Additional Terms (defined below). If you do not agree to these Terms, please do not participate in the Program. The business realities associated with operating the Program are such that, without the limitations that are set forth in these Terms -- such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of certain disputes – we would not make the Program available to you.
Linkable Table of Contents
1. Eligibility. To participate in the Program or any Competition, you must: (a) be a natural person who is at least the age of majority or older (eighteen (18) years of age in most states), and who is personally assigned to the email address submitted during your Participant Account (defined below) registration; (b) be physically located within the U.S. when accessing your Participant Account and participating in Competitions; (c) be physically located within a U.S. state in which participation in the Competition you select is unrestricted by that state's laws; and (d) at all times abide by these Terms. If any one of these requirements is not met at any time, we may suspend or close your Participant Account with or without notice. Employees, officers and directors of Versus and each of their respective parents, affiliates, subsidiaries, advertising, and promotion agencies, and distributors and Prize suppliers, and each of such employees’, officer’s and directors’ immediate family members and/or those living in the same household (whether legally related or not) of each are not eligible to enter or win a Cash Competition. For purposes of the Cash Competitions, “immediate family members” are defined as spouse, partner, parents, legal guardians, in-laws, grandparents, siblings, children and grandchildren and those living in the same household shall mean people who share the same residence at least three (3) months a year, whether legally related or not.
You acknowledge that various rules, regulations and laws addressing sweepstakes, contests, and tournaments with entry fees and/or prizes govern your participation in Competitions (“Gaming Laws”), and that Gaming Laws are different in each state within the United States. Therefore, we DO NOT offer Cash Competitions (as defined below) to users participating in Competitions in any state in which such Competition violates its Gaming Laws (“Prohibited Jurisdiction”), and if you are located in any Prohibited Jurisdiction then you may not participate in Cash Competitions. In the United States, Prohibited Jurisdictions, as of the “Effective Date” above, include: Arizona, Delaware, Iowa, Louisiana, Maryland, Montana and Tennessee. It is your responsibility to determine whether the state, country, territory or jurisdiction in which you are located is a Prohibited Jurisdiction. We reserve the right (but have no obligation) to monitor the location from which you access the Program, and we may immediately block access from any Prohibited Jurisdiction in our sole discretion. Each time you log in to participate in a Cash Competition, you must accurately confirm the location from which you are playing. In addition to Gaming Laws, you are also subject to all municipal, state and federal laws, rules and regulations of the city, county and state in which you reside and from which you access and use the Program (together with Gaming Laws, the “Applicable Laws”). You are solely responsible for your compliance with all Applicable Laws. Access to Competitions may not be legal for some or all residents of, or persons present in, certain jurisdictions. SERVICES AND COMPETITIONS ARE VOID WHERE PROHIBITED BY APPLICABLE LAWS. Your participation in Competitions is at your own risk, and you agree not to hold us responsible or liable if Applicable Laws restrict or prohibit your access or participation.
If you register for any feature that requires a password and/or username (which we make available from time to time), then you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or email address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device (defined below) so that others may not access any password protected portion of the Program using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your Participant Account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your Participant Account or any account rights, including, without limitation, digital trophies, virtual currency or virtual goods. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your Participant Account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability. You represent and warrant to us that: (i) you have the right, authority, and capacity to agree to these Terms, to register for a Participant Account, and to participate in those Competitions for which you register, including, without limitation meeting the eligibility requirements set forth in Section 1 above; and (ii) you will comply with these Terms when participating in Competitions, receiving services, and/or using the Program, and failure to comply may result, without limitation, in immediate termination of your Participant Account and forfeiture of any prizes.
You may establish only one (1) Participant Account per person to participate in the Program. In the event Versus discovers that you have opened more than one (1) Participant Account per person, in addition to any other rights that we may have, we reserve the right to suspend or terminate any or all of your Participant Accounts and terminate, withhold or revoke the awarding of any prizes.
A. Contest of Skill. Participants will be able to visit the Program and view the Competitions available for entry. Each Competition description will include a description of how you win a prize (if applicable). Each individual Competition that is not free to enter has an entry fee listed in US dollars (or Virtual Currency (defined below)). When you select to participate in a Competition and complete the entry process, the listed amount of US dollars/Virtual Currency will be debited from your Participant Account. Competitions offered through the Program are contests of skill. Winners are determined by the specific criteria described in the Competition Initial Rules. The Program may not be used for any form of illicit gambling. If you play games integrated in a Competition without depositing U.S. Dollars into your Participant
B. Competition Statistics and Liv eScoring. To the extent that we offer ‘live’ statistics during gameplay, all ‘live’ statistics and other information provided through the Program and related information sources are unofficial. Live gaming statistics and their respective components are offered for informational and/or entertainment purposes only and are not used to determine the results of our Competitions. While we and the third parties used to provide the services made available through the Program use reasonable efforts to include accurate and up-to-date information, neither Versus nor its third party providers warrant or make any representations of any kind with respect to the information provided through the website and related information sources. Versus and its third party service providers shall not be responsible or liable for the accuracy, usefulness, or availability of any information transmitted or made available via the Program and website and related information sources, and shall not be responsible or liable for any error or omissions in that information.
C. Prizes. At the conclusion of each Competition, prizes will be awarded up to ten (10) business days thereafter, except in circumstances where technical failure, inability of Versus to verify your compliance with these Terms, or other reasons prevent such timely payout. Competition prizes are listed in the Initial Rules. Prizes won are added to the winning participants Participant Account balance. In the event of a tie, prizes are divided evenly amongst the participants that have tied. Any difference between the approximate retail value (“ARV”) and actual retail value of a prize will not be awarded to winners. The prize must be accepted as awarded and Participants hereby acknowledge that the prize is awarded “as is” and we have neither made nor are in any manner responsible or liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to the prize, including, without limitation, to the prize’s quality, merchantability or fitness for a particular purpose or express warranties (if any) provided exclusively by a prize supplier that are sent along with the prize. The prize is non-transferable, with no cash redemptions, equivalents or substitutions, except at our sole and absolute discretion. The prize details and availability are subject to change, and in the event that we are unable to provide the winner with his/her prize, we may elect, at our sole and absolute discretion, to provide winner with the approximate value of such item in cash or award an alternate prize of comparable or greater value. The stated ARV of the prize is based on available information provided to us and the value of any prize awarded to a winner may be reported for tax purposes as required by law. The winners will be solely responsible for all international, federal, state and/or local taxes, and for any other fees or costs associated with the prize they receive. We reserve the right to withhold and/or deduct such taxes and charges from the prize if and to the extent required by Applicable Law. All prizes will be awarded provided that a sufficient number of eligible entries are received. Subject to Applicable Law, winners of any Competition irrevocably grant the Program Parties (defined below) and each of their licensees, and its and their successors, assigns and sub-licensees the right and permission to use their name, voice, likeness and/or biographical material for advertising, promotional and/or publicity purposes in connection with the Competition, in all forms of media and by all manners (now and hereafter known), and on and in connection with related products, services, advertising and promotional materials (now known or hereafter developed), worldwide, in perpetuity, without any obligation, notice or consideration, except for the awarding of the prizes to the winners.
D. Payment and Withdrawal of Prizes. Potential winners of each Competition shall be posted after confirmation by Versus of the validity of the match using the Versus proprietary technology. Versus reserves the right to invalidate any match play in its sole and absolute discretion. Winners agree that from the date of notification by us of their status as a potential winner and continuing until such time when we inform them that they no longer need to do so, that they will make themselves available to us for publicity, advertising, and promotion activities. Before making any payment, we may require that a winner complete and execute an affidavit of eligibility in which, among other things, the Participant is required to represent and warrant that the Participant is eligible to participate in the Competition, is otherwise in compliance with these Terms and, potentially, is required to provide documentation or proof of eligibility and compliance. If we request that you complete and execute such an affidavit and the Participant fails to do so within seven (7) days, or we otherwise determine that the Participant does not meet the eligibility requirements or is not in compliance with these Terms, we reserve the right to terminate the Participant’s Participant Account and withhold or revoke the awarding of any prizes associated with such Participant Account. In such a situation, we may pay out any withheld or revoked prizes to the other Participants in the relevant Competition in a manner consistent with the Initial Rules of the Competition. Participants may withdraw their cash prize awards as well as cash deposits by using the “Withdrawal” option in their Participant Account through a PayPal account. Participants may be requested to complete an affidavit of eligibility and a liability/publicity release (unless prohibited by law) and/or appropriate tax forms and forms of identification, including, but not limited to, a driver's license, proof of residence, and/or any information relating to payment/deposit accounts as reasonably requested by us in order to complete the withdrawal of prizes. Failure to comply with this requirement may result in disqualification and forfeiture of any prizes. Promotional deposits, credits, and other bonuses may not be withdrawn from a Participant Account unless appropriate terms of the promotion are achieved first by the user. In the event that the awarding of any prizes to winners of any Competition is challenged by any legal authority, we reserve the right in our sole discretion to determine whether or not to award such prizes. Any withdrawal requests, after approved by us, will be credited back to the same credit card or method of payment used to deposit funds in connection with the Program. When you withdraw funds from your Participant Account, you may be required to submit your social security number or other identifying information. Failure to provide your social security number at that time may result in our inability to process your withdrawal for any winnings.
4. Points and Virtual Currency. The Program may include virtual, in-game currency (“Virtual Currency”), such as credits, coins, cash, or points, that may be purchased with “real world” money or obtained through spending time on the Program or otherwise interacting with a third-party service. Virtual Currency may be used to purchase virtual, in-game digital items (“Virtual Goods”) or participation in a Competition. Your purchase or award of Virtual Currency and Virtual Goods are merely a grant by us to a limited, non- exclusive, revocable, non-assignable, personal, and non-transferable right to use the Virtual Currency and Virtual Goods as part of the Program under these Terms and any applicable Additional Terms we provide at the time. Accordingly, you have no property, proprietary, intellectual property, ownership, or monetary interest in your Virtual Currency and Virtual Goods, which remain our Content (defined below) and property. The right may be immediately suspended or terminated for any reason, in our sole discretion, and without advance notice or liability. We reserve the absolute right, at any time and in our sole discretion, to manage, regulate, control, modify or eliminate Virtual Currency and/or Virtual Goods.
Virtual Goods have no cash, monetary or other value and cannot be redeemed by you for “real world” money, goods, or other items of monetary value from any party. Transfers of Virtual Goods by you outside of what we permit on the Program are strictly prohibited. This means you may not buy or sell Virtual Goods for “real world” money or otherwise exchange items for value outside of the Program. Any such attempted transfer will be null and void. You also agree that all sales of Virtual Currency and Virtual Goods are final unless otherwise detailed in the applicable Additional Terms. No refunds will be given by us. You agree that you will be solely responsible for paying any applicable taxes related to the acquisition of, use of or access to Virtual Currency or Virtual Goods.
We have the absolute right, but not the obligation, to manage, regulate, control, modify, delete, alter, move, remove, transfer and/or eliminate Virtual Currency and/or Virtual Goods, in whole or in part, as we see fit, at ny time in our sole discretion, including the right to terminate or suspend your Participant Account or discontinue the Program or any Competition (in whole or in part) for any reason, and we shall have no liability to you or anyone for the exercise of such rights. If we suspend or terminate any Virtual Currency or Virtual Goods, then you will forfeit the suspended or terminated subscription or items, except as may be set forth in any Additional Terms (such as any refund policies that may apply to the Program). Likewise, except as may be set forth in any Additional Terms or as required by applicable law, we are not responsible for repairing or replacing same, or providing you any credit or refund or any other sum, in the event of our modification of any Virtual Currency or Virtual Goods, or for loss or damage due to error, or any other reason.
As we feel necessary, in our sole and absolute discretion, we may limit the total amount of Virtual Currency that may be purchased at any one time, and/or limit the total Virtual Currency that may be held in your Participant Account in the aggregate. Additionally, price and availability of certain types of Virtual Currency and/or Virtual Goods are subject to change without notice. You are solely responsible for verifying that the proper amount of Virtual Currency has been added to or deducted from your Participant Account during any given transaction, so please notify us immediately should you believe that a mistake has been made with respect to your Virtual Currency balance. If we choose, in our discretion, to investigate your claim, in doing so, we may request some additional information and/or documentation to verify your claim. We will let you know the results of any investigation, however, you acknowledge and agree that we have the sole and absolute discretion in determining whether or not your claim is valid, and if so, the appropriate remedy.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN YOUR PARTICIPANT ACCOUNT, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL RIGHTS IN AND TO THE PARTICIPANT ACCOUNT ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF VERSUS. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NO CLAIM, RIGHT, TITLE, OWNERSHIP OR OTHER PROPRIETARY INTEREST IN THE VIRTUAL CURRENCY OR VIRTUAL GOODS THA T YOU ACQUIRE, REGARDLESS OF THE CONSIDERA TION OFFERED OR P AID IN EXCHANGE FOR VIRTUAL CURRENCY OR VIRTUAL ITEMS. FURTHERMORE, WE SHALL NOT BE LIABLE IN ANY MANNER FOR THE DESTRUCTION, DELETION, MODIFICATION, IMPAIRMENT, “HACKING,” OR ANY OTHER DAMAGE OR LOSS OF ANY KIND CAUSED TO THE VIRTUAL CURRENCY OR VIRTUAL GOODS, INCLUDING, BUT NOT LIMITED TO, THE DELETION OF THEREOF UPON THE TERMINATION, ABANDONMENT OR EXPIRATION OF YOUR PARTICIPANT ACCOUNT.
5. Timing and Termination. Each Competition will begin and end on the dates set forth in the Competition Initial Rules (the “Competition End Date”). Versus makes no guarantee or representation as to the length of time during which any Competition will be offered, and a Competition could end at any time. Versus reserves the right to cancel, modify, restrict, suspend or terminate this Program or any aspect or feature of the Program and/or extend or shorten a Competition End Date at any time without notice.
These Terms will remain in full force and effect while you use the Program and/or are a Participant. We may suspend or terminate your participation for any reason, at any time, including if you fail to remain eligible. If we suspend or terminate you because you have breached these Terms (including if you are no longer in eligible), you may terminated from the Program. Even after your participation is terminated, these Terms will remain in effect. We reserve the right, at our sole discretion, to pursue all of its legal remedies, including, but not limited to, deletion of your Participant Account, profile, Virtual Goods and submitted User Content, from the Program upon any breach by you of these Terms.
If you wish to discontinue your participation in this Program, please contact us at email@example.com.
6. Content, Ownership, Limited License and Rights of Others.
A. Content. The Program contains a variety of: (i) materials and other items relating to Versus and its products and services, and similar items from our licensors and other third parties, including all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Program, and the compilation, assembly, and arrangement of the materials of the Program and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of Versus (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).
B. Ownership. The Program (including past, present, and future versions) and the Content are owned or controlled by Versus and/or our licensors and certain other third parties. All Content included on the Program is used with the permission of Versus, such as text, graphics, logos, icons, images, and audio clips. All right, title and interest in and to the Content available on the Program is the property of Versus or our licensors or certain other third parties and is protected by United States and international copyright, trademark, patent or other intellectual property rights to the fullest extent possible.
C. Limited License. Subject to your strict compliance with these Terms and any Additional T erms, Versus grants you a limited, non-exclusive, revocable, non-assignable, personal, and non- transferable license to: (i) download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only, and (ii) to use certain Content that we may from time to time make available on the Program explicitly for you for use as part of or to be incorporated into your User Content (“Versus Licensed Elements”), but only for such purposes as may be explicitly stated at the time that the Versus Licensed Elements are made available on the Program; but we and our licensors and certain other third parties, as the case may be, retain ownership of such Versus Licensed Elements. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Versus’ sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content and/or Versus Licensed Elements, subject to certain Additional Terms. You may not distribute, modify, transmit, reuse, re-post, or use the Content on the Program for public or commercial purposes, including the text, images, audio, and video without Versus’ written permission.
D. Rights of Others. When using the Program, you must respect the intellectual property and other rights of Versus and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. Versus respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Program, then please see Section 13 below.
7. Terms Applicable To User Content.
A. User-Generated Content.
(i) General. Versus may now or in the future offer Participants the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Program messages, avatars, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding Versus Licensed Elements included therein, “User Content”). Versus may allow you to do this through forums, blogs, message boards, social communities, e-mail, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User Content.
In your communications with Versus, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for vehicles, music, web sites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Program are deemed User Content and licensed to us as set forth below. In addition, Versus retains all of the rights held by Participants of the general public with regard to your Unsolicited Ideas and Materials. Versus’ receipt of your Unsolicited Ideas and Materials is not an admission by Versus of their novelty, priority, or originality, and it does not impair Versus’ right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
(iii) License to Versus of Your User Content. Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User Content, you grant to Versus, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to Versus to your User Content, you also grant to Versus the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 7(A)(iii).
(iv) Versus’ Exclusive Right to Manage our Venue. Versus may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User Content, and Versus may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User Content without notice or any liability to you or any third party in connection with our operation of User Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms, including without limitation, the content restrictions set forth in the Code of Conduct. Such User Content submitted by you or others need not be maintained on the Program by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User Content in connection with the Program or elsewhere.
(v) Representations and Warranties Related to Your User Content. Each time you submit any User Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User Content you submit, and that, as to that User Content: (a) you are the sole author and owner of the intellectual property and other rights to the User Content, or you have a lawful right to submit the User Content and grant Versus the rights to it that you are granting by these Terms and any Additional Terms, all without any Versus obligation to obtain consent of any third party and without creating any obligation or liability of Versus; (b) the User Content is accurate; (c) the User Content does not and, as to Versus’ permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User Content will not violate these Terms (including the Code of Conduct) or any Additional Terms, or cause injury or harm to any person.
(vi) Enforcement. Versus has no obligation to monitor or enforce your intellectual property rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at Versus’ cost and expense, to which you hereby consent and irrevocably appoint Versus as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
8. Participant Disputes. You are solely responsible for your interactions with other Participants, whether online or offline. We are not responsible or liable for the conduct or content of any Participant. Versus reserves the right, but have no obligation, to monitor or become involved in disputes between you and other Participants. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.
9. Code of Conduct.
A. Competitions. By entering a Competition, Participants agree to be bound by these rules and our decisions, which shall be final and binding in all respects. We may, at our sole discretion, disqualify any Participant from a Competition, refuse to award benefits or prizes and require the return of any prizes, if the Participant engages in conduct or otherwise utilizes any information we deem to be improper, unfair or otherwise adverse to the operation of the Competition or is in any way detrimental to other Participant. These Terms prohibit entering a Competition if the entrant is:
Falsifying personal information required to enter a Competition or claim a prize;
Engaging in any type of financial fraud including unauthorized use of credit instruments to enter a Competition or claim a prize;
Colluding with any other individual(s) or engaging in any type of syndicate play;
Any violation of Competition Initial Rules or these Terms;
Using a single Participant Account to participate in a Competition on behalf of multiple entrants or otherwise collaborating with others to participate in any Competition;
Using automated means (including, but not limited to, harvesting bots, robots, parser, spiders or screen scrapers) to obtain, collect or access any information on the website or of any Participant for any purpose;
Any type of bonus abuse, abuse of the refer-a-friend program, or abuse of any other offers or promotions;
Tampering with the administration of a Competition or trying to in any way tamper with the computer programs or any security measure associated with a Competition;
Obtaining other entrants information and spamming other entrants; or
Abusing the Website in any way.
Users further acknowledge that the forfeiture and/or return of any prize shall in no way prevent us from pursuing criminal or civil proceedings in connection with such conduct.
B. User Content. You understand and agree that Versus may review and delete any User Content that, in the sole judgment of Versus, violates these Terms or which might be offensive, inconsistent with what is appropriate in our Program, illegal, or that might violate the rights, harm, or threaten the safety of Participants. The following is a list of the kind of User Content that is prohibited on the Program. Versus reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including, without limitation, removing the offending User Content from the Program and terminating the participation of such violators. Content that violates the “Code of Conduct” includes, but is not limited to, User Content that:
is patently offensive, such as User Content that promotes racism, discrimination, bigotry, hatred or physical harm of any kind against any group or individual;
harasses or advocates harassment of another person or any cursing, stalking, insuring comments, personal attacks or gossip;
involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”, or flooding;
contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
displays obscene, pornographic or sexually explicit material of any kind or is defamatory or slanderous;
promotes any infringing, illegal, or other similarly inappropriate activity;
impersonates any other person, user, or company, or may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company;
solicits personal information from anyone; and
engages in commercial activities and/or sales without Versus’ prior written consent, including, but not limited to, contests, sweepstakes, barter, advertising, and pyramid schemes.
Even though all of this is strictly prohibited, there is a small chance that Participants might become exposed to such items and each Participant further waives Participant’s right to any damages (from any party) related to such exposure.
Your submission of User Content is also subject to these additional rules that are part of our Code of Conduct:
Your User Content. All of your User Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any Additional Terms. Your User Content should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any User Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your User Content or has any rights to your User Content, or if anyone appears in the User Content, then you must also have their permission to submit such User Content to Versus. (For example, if someone has taken a picture of you and your friend, and you submit that photo to Versus as your User Content, then you must obtain your friend’s and the photographer’s permission to do so.)
Speaking of Photos: No Pictures, Videos, or Images of Anyone Other Than You and Your Friends and Family. If you choose to submit photos to the Program, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know – and only if you have their express permission to submit it.
Don’t Damage the Site or Anyone’s Computers or Other Devices. Your User Content must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Program or any computer or other Device.
Others Can See. We hope that you will use the Program to exchange information and content and have venue appropriate discussions with other Participants. However, please remember that the site pages of the Program may be public or semi-public and User Content that you submit in connection with the Program may be accessible and viewable by other users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, e-mail address, or other personally identifiable information or contact information) on public or semi-public spaces and take care when disclosing this type of information to others.
Don’t Share Other Peoples’ Personal Information. Your User Content should not reveal another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by Versus.
If you submit User Content that we reasonably believe violates this Code of Conduct, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User Content in question being removed from the Program. If you discover any content that violates these Terms, then you may report it to: firstname.lastname@example.org. For alleged infringements of intellectual property rights, see Section 14 below.
10. Program and Content Use Restrictions.
A. Program Use Restrictions. You agree that you will not: (i) use the Program for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) transmit any chain letters or junk email to other Participants; (iii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iv) engage in any activities through or in connection with the Program that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Versus; (v) reverse engineer, decompile, disassemble, reverse assemble, or modify any site source or object code or any software or other products, services, or processes accessible through any portion of the Program; (vi) engage in any activity that interferes with a user’s access to the Program or the proper operation of the Program, or otherwise causes harm to the Program, Versus, or other Participants of the Program; (vii) interfere with or circumvent any security feature of the Program or any feature that restricts or enforces limitations on use of or access to the Program, the Content, or the User Content; or (viii) otherwise violate these Terms or any Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Program: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Program by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content (other than to the extent of your permitted use of the Versus Licensed Elements, if applicable); (vi) you will not modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party application or websites, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of Versus or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Program and Content. Versus may immediately suspend or terminate the availability of the Program and Content (and any elements and features of them) in whole or in part for any reason, in Versus’ sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Program. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Program. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Versus and its licensors and other third parties. Any unauthorized use of any Content or the Program for any purpose is prohibited.
11. Terms Applicable to Purchases Made in Connection with the Program.
A. Generally. To purchase any products or services (including Virtual Currency) to participate in Competitions, you must be at least the age of majority in your jurisdiction of residence. Prior to the purchase of any products or services, you may be required to provide us or our credit card processing company with a valid credit card number and associated payment information, which may include the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to charge your card. By submitting that information to us or directly to our credit card processor, you hereby agree that you authorize us and/or our processor (as applicable) to charge your card at our convenience but within thirty (30) days of credit card authorization. For any product or service that you order, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order. We will automatically bill your credit card or other form of payment submitted as part of the order process for such price. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering.
B. Methods of Payment, Credit Card Terms and Taxes. All payments must be made through your PayPal account (or other form of payment specifically accepted by us) and also be in a currency permitted to be used by us. We currently do not accept cash, personal or business checks or any other payment form. Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a cardholder. You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT US, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. For example, if you purchase with a credit card that is issued through a bank that is based outside of the United States, your bank or our bank may charge foreign transaction fees and other similar currency exchange fees and you agree to reimburse us for any such fees or charges, if charged to us, upon our demand. Unless you notify us of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes. We shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within any provinces, states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.
C. Return Policy. All purchase transactions made through the Program are subject to our return policy in effect at the time of purchase. Our current return policy does not permit any returns at this time.
D. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Subject to Applicable Law, we reserve the right at any time after receipt of your order to accept or decline your order for any reason. We further reserve the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by us upon our delivery of products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that: (a) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); or (b) we will not charge your credit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with us has been effected until you receive a confirmation from us via email. As stated above, you will be responsible for, and your credit card or third- party payment account may be charged for, the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your Participant Account was received.
E. No Responsibility to Sell Mispriced Products or Services. We do our best to describe every item, product or service offered as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing is complete, accurate, reliable, current or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, we have the right to refuse or cancel any orders, in its sole discretion. If we charged your credit card or other account prior to cancellation, we will issue a credit to your credit card account in the amount of the charge. Additional terms may apply.
F. Modifications to Prices or Billing Terms. The purchase of products and services is subject to availability. PRODUCTS AND SERVICES DISPLAYED MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. WE RESERVE THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE WEBSITE OR BY E-MAIL DELIVERY TO YOU.
12. Linked Sites; Advertisements; Dealings with Third Parties.
A. Linked Sites; Advertisements. In addition to Perks, the Program may also contain other links to sites that are controlled by third parties (“Linked Sites”). Those Linked Sites are not controlled by Versus, and Participants acknowledge that Versus is not responsible for the content of any such Linked Site or any link contained in a Linked Site. Versus provides such links only as a convenience, and the inclusion of any link does not imply endorsement by Versus of any Linked Site. Versus does not endorse, approve, or sponsor any Linked Sites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, Versus is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Sites. Finally, Versus will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Sites. Versus disclaims all liability in connection therewith.
B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Program (including on or via Linked Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). Versus disclaims all liability in connection therewith.
13. Designated Agent for Copyright Infringement Notification.
A. DMCA Notice. Versus will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:
(i) a legend or subject line that says: “DMCA Copyright Infringement Notice”;
(ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
(iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the Service on which the material appears);
(iv) your full name, address, telephone number and email address;
(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
(vii) your electronic or physical signature.
Versus will only respond to DMCA Notices that it receives by mail, email or facsimile at the addresses below:
By Mail: Versus Systems, 6701 Center Drive West, Suite 460, Los Angeles, CA 90045 (Attn: DMCA Agent).
By email: email@example.com
It is often difficult to determine if your copyright has been infringed. Versus may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Versus may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.
Without limiting Versus’ other rights, Versus may, in appropriate circumstances, terminate a repeat infringer’s access to the Service and any other website owned or operated by Versus.
B. Counter-Notification. If access on the Service to a work that you submitted to Versus is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:
(i) a legend or subject line that says: “DMCA Counter-Notification”;
(ii) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL or page of the Service from which the material was removed or access to it disabled);
(iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
(iv) your full name, address, telephone number, e-mail address, and the username of your Participant Account;
(v) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Central District of California), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
(vi) your electronic or physical signature.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the Counter- Notification to the party who sent us the DMCA Copyright Infringement Notice.
14. Disclaimers. YOUR ACCESS TO AND USE OF THE PROGRAM IS AT YOUR SOLE RISK.
THE PROGRAM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, Versus, its parent company and each of their respective subsidiaries and each of their respective employees, directors, Participants, managers, shareholders, agents, prize providers, agencies, vendors, licensors, licensees, contractors, successors, and assigns (collectively, “Program Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
(a) the Program and Competitions (including the Content and the User Content);
(b) the functions, features, or any other elements on, or made accessible through, the Program;
(c) any products, services, or instructions offered or referenced at or linked through the Program;
(d) security associated with the transmission of your User Content transmitted to Versus or via the Program;
(e) whether the Program or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
(f) whether the information (including any instructions) on the Program is accurate, complete, correct, adequate, useful, timely, or reliable;
(g) whether any defects to or errors on the Program will be repaired or corrected;
(h) whether your access to the Program will be uninterrupted;
(i) whether the Program will be available at any particular time or location; and
(j) whether your use of the Program is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A PROGRAM PARTY, THE PROGRAM PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
The Program Parties are not responsible for: any incorrect, invalid or inaccurate entry information; human errors; postal delays/postage due mail; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, deletions or defects of any telephone system or network, computer online systems, data, computer equipment, servers, providers, or software (including, but not limited to, software and operating systems that do not permit an Participant to participate in a Competition), including, without limitation, any injury or damage to any Participant’s or any other person’s computer or video equipment relating to or resulting from participation in a Competition; inability to access the Website, or any web pages that are part of or related to the website; theft, tampering, destruction, or unauthorized access to, or alteration of, entries and/or images of any kind; data that is processed late or incorrectly or is incomplete or lost due to telephone, postal issues, computer or electronic malfunction or traffic congestion on telephone lines or transmission systems, or the Internet, or any service provider’s facilities, or any phone site or website or for any other reason whatsoever; typographical, printing or other errors, or any combination thereof. We are not responsible for incomplete, illegible, misdirected or stolen entries. If for any reason a Competition is not capable of running as originally planned, or if a Competition, computer application, or website associated therewith (or any portion thereof) becomes corrupted or does not allow the proper entry to a Competition in accordance with the Terms or applicable Initial Rules, or if infection by a computer (or similar) virus, bug, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes of any kind, in our sole opinion of corrupts or affects the administration, security, fairness, integrity, or proper conduct of a Competition, Versus reserves the right, at its sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, extend, modify or suspend the Competition, and select the winner(s) from all eligible entries received. If such cancellation, termination, modification or suspension occurs, notification will be posted on the website. ANY A TTEMPT BY AN P ARTICIP ANT OR ANY OTHER INDIVIDUAL TO DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF ANY COMPETITION IS A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE PROGRAM PARTIES RESERVE THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.
We reserve the right, in its sole discretion, to cancel or suspend the Competitions (or any portion thereof) should virus, bugs, unauthorized human intervention, or other causes corrupt administration, security, fairness, integrity or proper operation of the Competitions (or any portion thereof) warrant doing so.
Participants further understand and expressly agree that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived. You acknowledge that Section 1542 provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The releases here under are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
15. Limitation on Liability. UNDER NO CIRCUMSTANCES WILL ANY PROGRAM PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
(a) the Program (including the Content and the User Content);
(b) your use of or inability to use the Program, or the performance of the Service;
(c) any action taken in connection with an investigation by Program Parties or law enforcement authorities regarding your access to or use of the Program;
(d) any action taken in connection with copyright or other intellectual property owners or other rights owners;
(e) any errors or omissions in the Program’s technical operation; or
(f) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Program Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Program).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PROGRAM PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID TO ACCESS THE PROGRAM OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.
16. Our Rights. Versus reserves the right to modify, suspend, cancel or discontinue the Program, in whole or in part, for any reason, at its sole discretion, with or without notice to Participants. Versus may, among other things, withdraw, limit, modify, suspend or cancel any item and/or modify or regulate the items or benefits you may have accrued. Each Participant agrees that Versus will not be liable to the Participant or any third party for any modification or discontinuance of the Program. Versus reserves the right to interpret and apply the policies and procedures communicated in these Terms. Versus reserves the right to terminate any Participant’s participation in the Program, to deny award of any item and/or terminate service if, in Versus’ sole judgment, such Participant has in any way violated these Terms.
17. Dispute Resolution.
A. APPLICABLE LAW/BINDING ARBITRATION. THESE TERMS SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAWS PRINCIPLES, REGARDLESS OF WHERE YOU LIVE. ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE PROGRAM TERMS, THE PROGRAM, REWARDS OR THE WEBSITE, OR THE BREACH OF THESE TERMS AND/OR THE SCOPE OF THE PROVISIONS OF THIS ARBITRATION CLAUSE, SHALL BE SUBMITTED TO JAMS (“JAMS”) FOR FINAL AND BINDING ARBITRATION UNDER ITS STREAMLINED ARBITRATION RULES, TO BE HELD IN LOS ANGELES COUNTY, CALIFORNIA, BEFORE A SINGLE ARBITRATOR WHO SHALL BE A RETIRED JUDGE. THE ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT OF THE PARTIES OR, IF THE PARTIES CANNOT AGREE, THEN BY STRIKING FROM A LIST OF ARBITRATORS SUPPLIED BY JAMS. THE ARBITRATION SHALL BE A CONFIDENTIAL PROCEEDING, CLOSED TO THE GENERAL PUBLIC. THE ARBITRATOR SHALL ISSUE A WRITTEN OPINION STATING THE ESSENTIAL FINDINGS AND CONCLUSIONS UPON WHICH THE ARBITRATOR’S AWARD IS BASED. THE ARBITRATOR SHALL HAVE THE POWER TO ENTER TEMPORARY RESTRAINING ORDERS AND PRELIMINARY AND PERMANENT INJUNCTIONS. NEITHER PARTY SHALL BE ENTITLED OR PERMITTED TO COMMENCE OR MAINTAIN ANY ACTION IN A COURT OF LAW WITH RESPECT TO ANY MATTER IN DISPUTE UNTIL SUCH MATTER SHALL HAVE BEEN SUBMITTED TO ARBITRATION AS HEREIN PROVIDED AND THEN ONLY FOR THE ENFORCEMENT OF THE ARBITRATOR’S AWARD.
B. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.
C. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim in small claims court.
D. No Class Action Matters. Except where prohibited by law, Participants agree that: (a) any and all disputes, claims and causes of action arising out of or connected with this Program, a Competition or any points, prizes or benefits awarded in connection therewith will be arbitrated only on an individual basis, without resort to any form of class action, and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party; (b) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Program, but in no event attorneys’ or experts’ fees; and (c) under no circumstances will you be permitted to obtain awards for, and you hereby waive all rights to claim indirect, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased.
18 .Waiver of Injunctive or Other Equitable Relief. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITES, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US (INCLUDING YOUR LICENSED USER CONTENT) OR A LICENSOR OF VERSUS.
19. Indemnity. In exchange for the right to participate in the Program and Competitions, you agree to indemnify, defend (at our option) and hold the Program Parties harmless from and against any and all damages, losses, liabilities, claims, costs, investigations, judgments, fines, penalties, settlements, interest, expenses or demands, including, but not limited to, personal injury, death, or damage to or loss of property, that directly or indirectly arise from or are related to: (i) injuries, damages, or losses to persons and property which may be sustained in connection with participation in a Competition, the receipt, ownership, use or misuse of any prize or while preparing for, participating in and/or travelling to or from any prize related activity, as well as any claims based on publicity rights, defamation, or invasion of privacy; (ii) your User Content; (iii) your use of the Program and your activities in connection with the Program; (iv) your breach or anticipatory breach of these Terms or any Additional Terms; (v) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Program, participation in Competitions, and your other activities in connection with the website and the Program; (vi) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vii) any misrepresentation made by you; and (vii) our use of the information that you submit to us (including your User Content) (all of the foregoing, “Claims and Losses”). We may, in our sole and absolute discretion, require any prize winner to execute a separate release of claims similar to the one listed above in this Paragraph as a condition of being awarded any prize or receiving any payout.
You will cooperate as fully required by us in the defense of any Claim and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. We reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Versus. We are not responsible for technical, hardware, network connections or incomplete or delayed computer transmissions, regardless of cause.
20. Updates to Terms. These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which they apply, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE PROGRAM MAY BE MODIFIED AND WE MAY CEASE OFFERING THE PROGRAM UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE PROGRAM YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE PROGRAM (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE PROGRAM AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE REVISED TERMS. Therefore, you should review the posted terms of service and any applicable Additional Terms each time you use the Program (at least prior to each transaction or submission). The revised Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Program will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page, and the e-mail you associated with your Participant Account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or Additional Terms by discontinuing use of the Program and related services.
21. Communications, Notices & Customer Service. By signing-up for the Program, you agree that: (i) we may give you notices of important matters by prominently posting notice on the home page of the Program or in another reasonable manner we determine in our sole discretion; and (ii) we may contact you and send you communications by postal mail and e-mail at the addresses provided in your Participant Account. These communications may include marketing communications about the Program as well as other promotional offers unrelated to the Program and you consent to receive these communications from us even if you previously indicated to us that you no longer wanted to receive communications from us. Your sign-up to the Program will serve as your express agreement to receive these marketing and similar communications from us. You may prospectively modify certain types of email communications that you receive from us relating to the Program by following the instructions contained within such emails. Such changes will only impact our email communications to the extent described in the modification process. You agree to promptly notify us if you change your e-mail or mailing address by updating your Participant Account.
If you have a question regarding using the Program, you may contact Versus Customer Support by emailing us at firstname.lastname@example.org. You acknowledge that the provision of customer support is at our sole discretion and that we have no obligation to provide you with customer support of any kind.
22. General Provisions.
A. Severability. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.
B. Communications. When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
C. Investigations; Cooperation with Law Enforcement; Termination; Survival. We reserve the right, without any limitation, to: (i) investigate any suspected breaches of its site’s security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue the Program, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to us under these Terms or any Additional Terms. Upon suspension or termination of your access to the Program, or upon notice from us, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Program. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
D. Assignment. We may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Versus.
E. No Waiver. Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or us in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
F. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Program and you will be responsible for all charges related to them.