Adapt the Game, Inc. (“Adapt,” “Company,” “we,” “our,” or “us”) provides an online platform and related services to enable fans with disabilities to have a more equal and accessible game day experience.
These Terms & Conditions (these “Terms”) govern the use of our website, https://www.adaptthegame.io/ (the “Website”), our mobile application (the “App”), and the services available through our Website and App (collectively, the Website, the App and the services available therein are the “Services”).
We may periodically make changes these Terms and shall notify you by posting a revised version on our Website. The revised Terms shall become effective upon publication and your continued use of the Services will constitute acceptance of the revised Terms.
FOR ALL USERS RESIDING IN THE UNITED STATES, PLEASE BE ADVISED: SECTION 16 OF THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, UNLESS YOU OPT-OUT. UNLESS YOU OPT OUT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
- Ticket Marketplace
- We are a ticket marketplace that allows registered users (each a “User”, and in the context of purchasing Tickets, a “Buyer”) to screen sporting venues for various accessibility needs and purchase tickets, related passes or other services for the events (collectively, “Tickets”). We do not own the Tickets sold through our Services. Ticket prices may exceed the face value of the Ticket.
- While we may provide pricing, shipping, listing and other guidance through the Services, such guidance is solely informational (without any warranty as to accuracy). Also, while we may help facilitate the resolution of disputes between Users and ticket providers (the “Sellers”), we have no control over and do not guarantee the existence, quality, safety or legality of the Tickets; the truth or accuracy of the related content or listings; the ability of Sellers to sell tickets or Users to pay for them; or that a User or Seller will complete a transaction.
- We explicitly reserve the right to provide ticket sales through a third-party ticketing platform rather than our own marketplace at our absolute discretion. In such case, you hereby agree to be bound by the provisions of such third-party ticketing platform as you may be directed to by our Website or App, and understand that we are not liable for any breaches thereof by such third party. In such event, you will be informed of the third party’s identity prior and given a link to their applicable terms and conditions prior to being directed to their payment process. In the event that ticket sales occur under this Section 1(iii), the applicable third-party terms and conditions shall replace and supersede the provisions of Section 1(i)-(ii), Section 4, and Section 5 hereof.
- Your Account
- In order to purchase Tickets, you must register an account (“Account”) with us and agree to accept these Terms. You must be at least 18 years of age and must be able to enter into legally binding contracts. If you are registering with us for a business entity, you represent that you have the authority to legally bind that entity.
- When opening an Account, you must provide complete and accurate information such as but not limited to your full name, address, phone number, email address and may be required to provide us with a valid credit or debit card (“Payment Method”). If your information or Payment Method changes at any time, you must promptly update the details in your Account. You acknowledge that we may charge any one of your Payment Methods on file for amounts you owe us, costs we incur or other losses arising out of your violation of these Terms or any agreement referenced herein.
- We reserve the right to suspend Accounts temporarily or permanently with incomplete or inaccurate information.
- You are solely responsible for maintaining the confidentiality of your Account information and password. You are solely responsible for any activity relating to your Account. Your Account is not transferable to another party.
- Privacy and Communications
In addition, if you reside in the United States, you understand and agree that we may, without further notice or warning and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf has with us or our agents for quality control and training purposes or for our own protection. Not all telephone lines or calls may be recorded by us so we do not guarantee that recordings of any particular telephone calls will be retained or retrievable.
- Fees and Other Charges
- We may charge fees for buying Tickets through our Website and/or otherwise using our Services, as well as delivery or fulfillment fees (collectively referred to as "Service Fees"). Service Fees may vary depending on event type, Ticket type and location. We may in our sole and absolute discretion change our Service Fees at any time. Any applicable Service Fees including any taxes if applicable will be disclosed to you prior to buying a Ticket. We may charge and/or retain Service Fees if you do not fulfill your contractual obligations under these Terms.
- If you as a Buyer change your postal address after you have purchased your Ticket(s) and require us to deliver your Ticket(s) to this new postal address, or if you have specified an incorrect postal address, we may charge you for any additional delivery costs which arise out of re-arranging the delivery of your Ticket(s) to the new or correct postal address. Such additional delivery cost may be charged to your Payment Method.
- We may collect amounts owed using a collection agency or other collection mechanism and you may be charged fees associated with collecting the delinquent payments. We, or the collection agency we retain, may also report information about your account to credit bureaus, and as a result, defaults in your account may be reflected in your credit report. If you wish to dispute the information we reported to a credit bureau, please contact us. If you wish to dispute the information a collection agency reported, contact the collection agency directly.
- Buying Tickets; Payments
- You are responsible for reading the complete listing before making a commitment to buy Tickets. When placing an order, you are entering into a binding contract with the Seller to purchase those Tickets. Additional terms communicated to you by the Seller may apply. All Sales are final. You cannot change or cancel any orders after the sale is complete, unless otherwise specified by the applicable Seller’s terms and conditions.
- Payments received from Buyers for Tickets purchased via the Services may be processed by us on behalf of the Seller and credited to the Seller in accordance with these Terms. Seller appoints us as its limited payment collection agent solely for the purpose of accepting funds from Buyers on behalf of Seller. Seller agrees that any payment made by Buyer to us shall be considered the same as a payment made directly to Seller, and Seller will make the Tickets available to Buyer in the agreed-upon manner as if Seller had received the payment directly from Buyer. Except as otherwise specified herein, Seller understands that our obligation to pay Seller is subject to and conditional upon successful receipt of the associated payments from Buyer. Except as otherwise specified herein, we guarantee payments to Seller only for such amounts that have been successfully received by us from Buyer. In accepting appointment as the limited payment collection agent of Seller, we assume no liability for any acts or omissions of the Seller.
- Payments from Buyers are due and payable immediately. A Buyer can pay the full order amount which includes any applicable Service Fees and taxes using one of the accepted Payment Methods.
- A Buyer’s obligation to pay for a Ticket is satisfied when we, or Seller, as applicable, have received the payment in full.
- Event Cancellations, Postponement, and other Event Changes
- Cancellation: If an event is canceled and not rescheduled, we will remove the event and any listings related to the event from our Services and inform all affected Users about the cancelation with further instructions. The Buyer is required to retain the Ticket(s) and upon our request to send them back to either the Seller or to us (as instructed by us). The Buyer will receive a full refund or credit for use on a future purchase, as determined in our sole discretion (unless a refund is required by law) once the Seller has sent back the Ticket(s) (if applicable) and the Seller will not be paid.
- Postponement: If an event is postponed, we will work with all affected Users on a case-by-case basis attempting to resolve any Ticket issues. Tickets will not be resold, invalidated, or changed for postponed events to the extent under our control. We do not accept any liability for any resale, invalidation, or other change to purchased Tickets made by a Seller, which shall be governed by such Seller’s applicable terms and conditions. Refunds shall not be issued for postponed events, unless they are ultimately cancelled as stated above.
- Other Event Changes: We are not responsible for partial performances, venue, or other changes beyond our control relating to the Tickets. No refunds will be issued in these instances, other than to the extent required by law. We are not responsible for a venue’s failure to provide the accommodations that it represents to provide.
- Term and Termination
- These Terms shall commence on the date that you register an Account with us and will continue for an indefinite period unless terminated in accordance with these provisions.
- You may terminate these Terms at any time by contacting us at email@example.com. In the event that you request that we close your Account, we will treat your request as termination of these Terms. Without limiting our rights hereunder, we may terminate these Terms at any time by giving at least thirty (30) days’ notice via email to your registered email address. We will then close your Account.
- Termination of these Terms shall not affect the rights or liabilities of either party accrued prior to and including the date of termination or expiry and/or any terms intended expressly or by implication to survive termination or expiry.
- Site Changes and Availability
We reserve the right at any time to modify or discontinue, temporarily or permanently, the Website, the Services or any part of the Website or Services with or without notice for any reason. We perform regularly scheduled maintenance. While we do our best to avoid customer impact, the Website or our Services may be temporarily unavailable during maintenance periods.
- Abusing our Website and Services
When using our Website and Services, you agree that you will not do any of the following:
- contact or invite contact with other Users for any reason other than the purpose for which you received the User’s contact information from us or to solicit sales outside of our Services;
- behave in an abusive manner to any of our employees or other Users;
- violate any venue or event promoter rules at events or violate any applicable third party terms of service (for instance, when using our mobile applications);
- post false, inaccurate, misleading, defamatory or libelous content;
- fail to fulfill your contractual obligations regarding the purchase of a Ticket;
- use our trademarks without our prior written permission;
- copy, reproduce, reverse engineer, modify, create derivative works from, distribute or publicly display any content (except for your information) or software from our Website or Services without our prior express written permission and the appropriate third party, as applicable;
- use any robot, spider, scraper or other automated means to access our Website or Services for any purpose without our express written permission;
- take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- interfere or attempt to interfere with the proper working of our Website or Services or any activities conducted on or with our Website or Services;
- bypass our robot exclusion headers, robots.txt rules or any other measures we may use to prevent or restrict access to our Website or Services;
- commercialize any of our applications or any information or software associated with such application;
- export or re-export any of our applications or tools except in compliance with the export control laws of any relevant jurisdiction and in accordance with posted rules and restrictions; or
- do anything else that we determine, in our sole reasonable discretion, misuses the Website or Services or otherwise negatively impacts our marketplace.
- In our effort to protect our Buyers and Sellers we may screen ticket sales or listings for signs of fraud using algorithms or automated systems, which may result in automatic cancelation of listings or sales and temporary or permanent suspension of accounts. If your transaction is canceled in error, or your account suspended in error, please contact us and we may reinstate your Account, in our sole discretion.
- Mobile Device Terms
If you are accessing the Services through an App, the following additional terms apply.
- App Use: We grant you the right to use the App only for your personal use. You must comply with all applicable laws and third party terms of agreement when using the App (e.g. your wireless data service agreement). The App may not contain the same functionality as available on our applicable website.
- Intellectual Property – Apps: We own, or are the licensee to, all right, title, and interest in and to the Apps, including all rights under patent, copyright, trade secret, trademark, or unfair competition law, and any and all other proprietary rights, including all applications, renewals, extensions, and restorations thereof. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble, or otherwise attempt to derive source code from any App and you will not remove, obscure, or alter our copyright notice, trademarks or other proprietary rights notices affixed to, contained within, or accessed in conjunction with or by the App.
- Prohibited Countries Policy and Foreign Trade Regulation – Applications: The App or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Burma (Myanmar), Cuba, Iraq, Iran, Libya, North Korea, Sudan, Syria, Venezuela or any other country subject to United States embargo; (b) to anyone on the US Treasury Department's list of Specially Designated Nationals or on the US Commerce Department's Denied Party or Entity List; and (c) to any prohibited country, person, end-user, or entity specified by US Export Laws. When using the App, you are responsible for complying with trade regulations and both foreign and domestic laws (e.g., you are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a "terrorist supporting" country, and you are not listed on any US Government list of prohibited or restricted parties).
- Device-Specific Additional Terms
Android - Google
These Mobile Device Terms are an agreement between you and us, and not with Google. Google is not responsible for the App and the content thereof. We grant you the right to use the App only on an Android product that you own or control and as permitted by the Google Play Terms of Service. Google has no obligation whatsoever to furnish any maintenance and support services with respect to the App. Google is not responsible for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claim. Google is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including but not limited to: (a) product liability claims; (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. In the event of any failure of the App to conform to any applicable warranty, you may notify Google, and Google will refund the purchase price, if applicable, for the App to you; and to the maximum extent permitted by applicable law, Google will have no other warranty obligation whatsoever with respect to the App. Google and Google's subsidiaries are third party beneficiaries of these Mobile Device Terms, and, upon your acceptance, Google as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Mobile Device Terms against you.
iOS - Apple
These Mobile Device Terms are an agreement between you and us, and not with Apple. Apple is not responsible for the App and the content thereof. We grant you the right to use the App only on an iOS product that you own or control and as permitted by the App Store Terms of Service. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claim. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if applicable, for the App to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple and Apple's subsidiaries are third party beneficiaries of these Mobile Device Terms, and, upon your acceptance, Apple as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Mobile Device Terms against you.
- You own and are solely responsible for any content including images, text, audio or other materials that you submit (“User Content”). By submitting User Content, you grant us a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right to use, reproduce, distribute, create derivative works from, publicly perform, display, store, or publish in any way, in any media known now or in the future. You grant us the right to use your name or image in association with your User Content, if we so choose. Further, to the fullest extent permitted under applicable law, you waive your moral rights in the content and promise not to assert such rights against us, our sublicensees or assignees.
- You represent and warrant that the User Content: (a) is owned by you or you control all necessary rights to it; (b) does not violate, misappropriate or infringe on the rights of any third party including intellectual property rights, privacy rights or publicity rights; (c) is accurate, not obscene, false, libelous or defamatory; and (d) will not cause injury to any person, entity or system. You will indemnify us for any and all claims resulting from your User Content. We have the right but not the obligation to monitor, edit or remove your User Content. The User Content is non-confidential and we will not be liable for its use or disclosure. The sale of stolen property on our Website is strictly forbidden and violates local, country and international law. We strongly support law enforcement efforts to recover stolen property that is listed on the Website, and we urge the prosecution of those responsible for knowingly attempting to sell such items on the Website. Stolen property includes items taken from private individuals, as well as property taken without authorization from companies or governments.
- If you submit ideas, suggestions, documents, and/or proposals ("Ideas") to us, you do so voluntarily and with no expectation of confidentiality. By submitting Ideas, you grant us ownership of the Ideas to use for any purpose, in any way, in any media now known or in the future and throughout the universe without any obligation or payment. You understand that we may have something similar to the Ideas under consideration or in development.
- Protecting Intellectual Property Rights
We respect intellectual property rights and we respond to notices of alleged infringement.
If you reside in the United States, and you find material on our Website or Services that you believe infringes your copyright or other intellectual property rights, please notify us and we will investigate. To learn how to submit a notice to us, see Appendix 1.
- Violating the Agreement
- We may investigate any potential or suspected violations of the Terms, any agreement referenced herein, security protocols or best practices, third party rights or applicable law; any actions or any other misconduct or potential abuse on or through the Services or attempts. When assessing whether and which measure(s) to take against a User, we will take the legitimate interests of the User into account and shall, in particular, consider if the User is responsible for the misconduct.
- We may take any actions we deem appropriate in our reasonable discretion for the conduct described in Section 13(i). Without limiting other remedies, these actions may include: limit, or temporarily or permanently suspend, or terminate our services and Accounts, restrict or prohibit access to, and your activities on, our Website and/or Service, delay or remove hosted content, remove any special status associated with an Account, reduce or eliminate any discounts, withhold payment, charge the Payment Method on file for amounts you owe or costs we incur due to your misconduct (including, without limitation, any costs associated with collection of delinquent Accounts or chargebacks and any replacement costs), and take technical and legal steps to keep you from using our Website and/or Services.
- We reserve the right to report any activity that we believe to be illegal or otherwise in contravention of these Terms and we will respond to any verified requests relating to a criminal investigation (i.e. a subpoena, court order or substantially similar legal procedure) from local and foreign law enforcement or regulatory agencies, other government officials or authorized third-parties.
- Disclaimer of Warranties; Limitation of Liability
- YOU UNDERSTAND AND AGREE THAT YOU ARE MAKING USE OF THE WEBSITE AND SERVICES ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. WE MAKE NO WARRANTY WITH RESPECT TO ITS SOFTWARE, SERVICES, WEBSITE, ANY TICKETS, ANY EVENT, ANY USER CONTENT, OR THAT SELLERS WILL PERFORM AS PROMISED. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
- IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE (INCLUSIVE OF ANY OF ITS SERVICE PROVIDERS AND LICENSORS) ARE NOT LIABLE FOR: (A) ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES; (B) LOSS OF: PROFITS, GOODWILL OR REPUTATION, OR OTHER INTANGIBLE LOSSES; (C) DAMAGES RELATING TO: (I) YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE WEBSITE OR SERVICES; (II) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR SITE OR SERVICES OR THOSE OF ANY SITE, SERVICES, OR TOOLS LINKED TO OUR SITE OR SERVICES; (III) ANY USER CONTENT OR CONTENT OF THIRD PARTIES, OR (IV) THE DURATION OR MANNER IN WHICH TICKETS YOU LIST APPEAR ON THE SITE OR SERVICES.
- SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, SO SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE RIGHTS IN ADDITION TO THOSE CONTAINED IN THESE TERMS. THIS IS ESPECIALLY SO IF YOU ARE A CONSUMER.
- REGARDLESS OF THE PREVIOUS CLAUSES, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES WHICH YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (B) $200 USD.
- Applicable Laws and Jurisdiction
- If you reside in the United States or Canada, you agree to the maximum extent permissible by applicable law that any claim, dispute or matter arising under or in connection with these Terms shall be governed and construed according to the laws of the State of Delaware without giving effect to any conflict of law provision. You also agree to resolve your disputes with us as specified in Section 16.
- If you reside anywhere else in the world, you agree that any claim, dispute or matter arising under or in connection with these Terms shall be governed and construed according to Swiss law. You consent to the exclusive personal jurisdiction and venue of Swiss courts.
- If you are a consumer residing in the European Union, please note that we do not (and are not legally obliged to) participate in any alternative dispute resolution (ADR) procedures or services, unless otherwise provided by law. Please note that the mandatory consumer protection provisions of the law of the member state in which you reside will also apply.
- Legal Disputes
If you reside in the United States or Canada, You and us each agree, except where prohibited by law, that any and all disputes or claims that have arisen or may arise between you and us relating in any way to or arising out of this or previous versions of these Terms (including this Agreement to Arbitrate, as the term is defined below) or the breach or validity thereof, your use of or access to the Website or Services, or any tickets or related passes sold or purchased through the Website or Services shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules (“Rules”), rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis (together with the other subsections of Section 16 the “Agreement to Arbitrate”). This Agreement to Arbitrate is intended to be broadly interpreted. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
- Prohibition of Class and Representative Actions:
EXCEPT WHERE PROHIBITED BY LAW, YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS PURSUANT TO THIS AGREEMENT TO ARBITRATE AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND US AGREE OTHERWISE, THE ARBITRATOR SHALL NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND SHALL NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.
- Non-Individualized Relief:
YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular request for relief within a claim, or if not separable the claim itself, then subject to your and our right to appeal the court’s decision, that request for relief within that claim, or if not separable the claim itself, (and only that request for relief within that claim or, if inseparable, that claim) must be severed from the arbitration and may be brought in court. All other claims will be arbitrated.
- Arbitration Procedure:
Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual; and an arbitrator must also follow the terms of these Terms, as a court would.
All issues, including arbitrability, are for the arbitrator to decide, except the scope or enforceability of this Agreement to Arbitrate or the interpretation of this Agreement to Arbitrate shall be for a court of competent jurisdiction to decide.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of these Terms including, but not limited to, any claim that all or any part of this Agreement to Arbitrate or the Terms is void or voidable.
The arbitration will be conducted by the AAA under the Rules, as modified by this Agreement to Arbitrate. The Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The language of the arbitration shall be English.
A party who intends to seek arbitration must first send to the other, by certified mail, a completed form Notice of Dispute (‘Notice”). You may download a form Notice. A Notice to us should be sent to Adapt the Game, Inc., Attn: Support, Re: Notice of Dispute, firstname.lastname@example.org. We will send any Notice to you to the physical address we have on file associated with your account; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.
If you and we are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or we may initiate arbitration proceedings pursuant to the Rules. A form for initiating arbitration proceedings is available on the AAA's website at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to us at the following address: Adapt the Game, Inc. [ADDRESS]. In the event we initiate arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your Account. Any settlement offer made by you or us shall not be disclosed to the arbitrator. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or us may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of Delaware, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users of ours, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator's award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
- Costs of Arbitration:
Payment of all filing, administration, and arbitrator fees will be governed by the Rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by us should be submitted by mail to the AAA along with your Demand for Arbitration and we will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis, we will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the costs of accessing arbitration from being prohibitive. If (a) you willfully fail to comply with the Notice of Dispute requirement discussed in subsection 16(iii) above, or (b) in the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse us for all fees associated with the arbitration paid by us on your behalf that you otherwise would be obligated to pay under the Rules.
With the exception of any of the provisions relating to the prohibition of class actions, if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
- Opt-Out Procedures:
You can choose to reject this Agreement to Arbitrate (‘opt out’) by mailing us a written opt-out notice (“Opt-Out Notice”). The Opt-Out Notice must be postmarked no later than 30 days after the date you accept the Terms for the first time. You may also opt out no later than 30 days upon receipt of notice that the arbitration provision is being updated or changed. You must mail the Opt-Out Notice to Adapt the Game, Inc., Attn: Litigation Department, Re: Opt-Out Notice, 4630 S Lakeshore Dr. Unit 103. Tempe, Arizona 85282.
- Future Amendments to the Agreement to Arbitrate:
Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than a change to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding between you and us prior to the effective date of the change. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and us. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on https://www.adaptthegame.io/#home at least thirty (30) days before the effective date of the amendments and by sending notice via email to your email address on file with us. If you do not agree to the amended terms, you may close your Account within the thirty (30) day period and you will not be bound by the amended terms.
- Foreign Claims:
If you reside outside of the United States or Canada and a dispute arises between you and us, we strongly encourage you to first contact us directly to seek a resolution by contacting us at [email@example.com]. For the avoidance of doubt, if you are a consumer residing in the European Union, please note that we do not (and are not legally obliged to) participate in any ADR procedures or services, unless otherwise provided by law.
- Release and Indemnification
- To the fullest extent permitted by law, you release and covenant not to sue us, our affiliated companies, and our and their respective officers, directors, agents, joint venturers, employees, legal representatives, and suppliers from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes between users. In entering into this release you expressly waive any protections (whether statutory or otherwise – e.g., California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release.
- You agree to indemnify and hold us and (if applicable) our parent, subsidiaries, affiliates, and our and their respective officers, directors, attorneys, agents, employees, licensors and suppliers (the "Company Indemnitees") harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by us and (if applicable) any Company Indemnitee resulting from or arising out of your breach of these Terms, your improper use of our Website or Services, and/or your violation of any law or the rights of a third party.
- If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- General Provisions
- These Terms (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of these Terms will be valid or effective unless made in accordance with the express terms of these Terms.
- If any provision of these Terms is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of these Terms shall not be affected.
- We may assign or transfer our rights and obligations under these Terms at any time, provided that we assign these Terms on the same terms or terms that are no less advantageous to you. You may not assign or transfer these Terms, or any of its rights or obligations, without our prior written consent, which we can refuse in our sole discretion.
- No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Terms, your use of the Website, or the provision of our Services. A person who is not a party to these Terms has no right to enforce any term hereof.
- Nothing in these Terms is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their permitted successors and assigns.
- The subject heading at the beginning of each paragraph of these Terms is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph. The following sections survive any termination of these Terms: fees and other charges, payments, abusing our site and services, content, liability, applicable laws, release and indemnification, general provisions.
- Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms.
- We shall not be in default or otherwise liable under these Terms due to its inability to perform its obligations by reason of any fire, earthquake, flood, substantial snowstorm, epidemic, pandemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, terrorism, cyber-terrorism, embargo, war, act of God, natural disaster, or any municipal, county, state or national ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default by us hereunder), or any failure or delay of any transportation, power, or communications system or any other or similar cause not under our control.
To report infringement of your intellectual property appearing on our Services:
Notice of Infringement: If you have a good faith belief that your intellectual property rights have been violated, you can submit a Notice of Claimed Infringement to our designated agent with the following information:
1. The physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification or description of the copyrighted work or other intellectual property you claim has been infringed. If you are asserting infringement of an intellectual property right other than copyright, please specify the right at issue (for example, trademark or patent);
3. Identification or description of where the material that you claim is infringing is located, with enough detail that we may find it on the Site including, whenever possible, the URL;
4. Brief description of how the challenged content infringes the owner’s intellectual property rights;
5. Your address, telephone number, and email address;
6. 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 or intellectual property owner, its agent, or the law; and
7. A statement, under penalty of perjury, that the information in the notification is accurate and that you are the copyright or intellectual property owner or authorized to act on the owner’s behalf.
Our designated agent can be contacted as follows: by mail to our Designated Agent, Adapt the Game, Inc., 4630 S Lakeshore Dr. Unit 103. Tempe, Arizona 85282; by email to [firstname.lastname@example.org]; or by phone at 480-256-2247.