End user license agreement

LAST UPDATED: April 26, 2021

SUMMARY:

  • These terms constitute a legal agreement between you and us which govern your right to play Improbable Games and use our Services (as defined below).
  • You’ll find examples of things we ask you not to do with our games below.
  • There are also necessary legal matters around things like ownership of intellectual property, liability for anything that goes wrong and methods for resolving disputes.
  • We love seeing what you guys can create and have published some Fan Content Guidelines which explain what is/isn’t permitted.
  • We also want to be clear with you about what data we do/don’t collect and what we use it for so please check out our Privacy Policy.
  • We may update these terms in the future by posting an updated version online and any continued usage of the games is subject to the latest version of these terms.

ARBITRATION NOTICE FOR RESIDENTS OF THE UNITED STATES. Except for certain kinds of disputes described in Clause 20, you agree that disputes arising under these terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND IMPROBABLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You have a limited right to opt-out of this waiver. (See Clause 20.)

1. About these terms

1.1. These terms apply to all downloads, access and/or use of games owned or operated by Improbable (each a "Game" and together the "Games"). These terms also apply to any other services that we may provide in relation to the Games, such as customer support, social media, community channels and other websites that we may operate from time to time such as [www.midwinter.net] (we refer to all our Games and other services collectively as the "Services" in these terms).

1.2. These terms constitute a legal agreement between you and Improbable Worlds Limited (incorporated and registered in England and Wales with company number 08070525), whose registered office is at 10 Bishops Square, London, E1 6EG (“Improbable”, "we", "us” and “our”) and contain important information about your rights and obligations in relation to our Services.

1.3. You agree that by accessing and/or using our Services, you are agreeing to these terms and our Privacy Policy.

1.4. If you do not agree to these terms or any future updated version of them then you must cease all access and/or use of our Services. You can access the latest version of these terms at any time at [https://www.playscavengers.com/en/eula]. We may update or revise these terms at any time and except as otherwise specified in these terms, your continued use of our Services following such updates or revisions will constitute your acceptance of the updated terms.

2. About accessing and using our Services

2.1. Our Games have minimum age ratings which have been set by independent ratings agencies (such as PEGI and/or ESRB). To play our Games you must be above the minimum age rating set based on the country you are domiciled in when playing our Games. If you are below that age, you may be required to seek approval from your parent or legal guardian in order to play our Games or access or use our Services. If that’s the case, then please ensure that your parent or legal guardian has reviewed and agrees to these terms and has given you permission to play our Games and access or use our Services.

2.2. The Games have minimum requirements depending on your chosen device system, or platform which you will be notified of on the applicable Game store page. The Games may not work as intended if your device, system or platform does not meet the minimum requirements.

2.3. The specific game rules, controls and guidelines for each Game can be found within the Game itself. Such rules, controls and guidelines form part of these terms and you agree that you shall comply with them in respect of each individual Game which you choose to access and/or play. We may include anti-cheat software tools which run in the background of your device to help us detect and deal with any cheating in our Games.

2.4. You are responsible any connectivity charges you may incur when accessing our Services.

2.5. You must follow any applicable geographic or regional, language or location-based restrictions, requirements or rules regarding the Games.

2.6. If something goes wrong with the Services, we may ask you to send a crash log report in order to improve the code for future use. These reports are optional and may include some personal data.

3. Accounts

3.1. When using our Services, you will be required to create an account with us. You agree that you will take all steps necessary to protect your log in details and keep them confidential. Your account is personal to you and you are not entitled to share your account or transfer it to any other person.

3.2. You confirm that all the information you provide to us on accessing and/or using our Services is and shall remain true, accurate and complete at all times.

3.3. In these terms, references to “log in details” or “account” include your log in details and account for any social network or platform that you may allow our Services to interact with.

3.4. We will be entitled to assume that anyone logging into your account using your log in details is either you or someone logging in with your permission. If you fail to keep your login details secret, you accept full responsibility for the consequences of this (including any unauthorised purchases).

3.5. We will not be responsible to you for any loss that you suffer as a result of an unauthorised person accessing your account and/or using our Services and we accept no responsibility for any losses or harm resulting from its unauthorised use, whether fraudulently or otherwise.

3.6. You understand that if you delete your account, or if we delete your account in accordance with these terms, you may lose access to any data previously associated with your account (including, without limitation, your progress through our Games and/or the level or score you have reached in our Games and any Virtual Money or Virtual Goods associated with your account).

3.7. You acknowledge and agree that you shall have no ownership or other property interest in any account that you create using any of our Services. We may suspend, terminate, modify or delete any accounts at any time for any reason or no reason, with or without notice to you.

  1. Virtual Goods and Virtual Money

4.1. Our Games may include virtual currencies (“Virtual Money") or virtual items or services for use within our Games (“Virtual Goods") which are made available for purchase via authorised platforms such as Sony, Microsoft, Epic, Steam and/or any other third party platforms through which we make our Games available from time to time (each a “Platform” and together the “Platforms"). You agree that, once purchased, Virtual Money and/or Virtual Goods have no monetary value and can never be exchanged for real money, real goods or real services from us or anyone else. You agree that Virtual Money and/or Virtual Goods are not transferrable to anyone else and you will not transfer or attempt to transfer any Virtual Money and/or Virtual Goods to anyone else. A purchase of Virtual Goods or Virtual Money constitutes the purchase of a limited and revocable personal licence to use those items or services and you will not acquire any ownership rights or be entitled to any stored future value.

4.2. Save where otherwise agreed, or whether otherwise provided by any relevant law or regulation, you agree that all sales by us or our Platforms to you of Virtual Money and/or Virtual Goods are final and non-refundable.

4.3. We may revise the pricing for Virtual Goods or Virtual Money offered through the Services at any time. We may limit the total amount of Virtual Goods or Virtual Money that may be purchased at any one time, and/or limit the total amount of Virtual Money or Virtual Goods that may be held in your account in the aggregate. You are only allowed to obtain Virtual Money and Virtual Goods from our authorised partners through the Services and not in any other way.

4.4. Depending on your Platform, any Virtual Goods or Virtual Money purchased may be subject to your Platform provider's terms of service and user agreement. Usage rights for each purchase may differ from item to item. If you are unsure about usage rights, you should check with your Platform or our customer support team before making a purchase. Unless otherwise shown, content available in any in-game store has the same age rating as the game.

4.5. Your ability to use Virtual Goods or Virtual Money purchased on one Platform on an alternative Platform will depend on the rules set by such alternative Platform.

5. Platforms

5.1. You must comply with any terms communicated to you by the Platforms through which you access or use the Services. You acknowledge that these terms exist between you and us, not between you and a Platform, and that we (not the Platforms) are responsible for the Services.

5.2. Furthermore, you acknowledge that each Platform:

5.2.1. to the maximum extent allowed by applicable law, disclaims any warranties, limits liability and excludes damages on behalf of itself and its affiliates; and

5.2.2. save where expressly agreed by any Platform with you, disclaims any obligation on its or its affiliates’ behalf to provide support or other services.

5.3. These terms do not purport to govern or change, in any way, your relationship with any Platform under the applicable agreements between you and that Platform.

5.4. These terms grant a limited licence to use our Services only in relation to any systems of each Platform that you own or control or any other such system to which the Services are delivered by that Platform.

6. User conduct and content

6.1. You must comply with the laws that apply to you in the location that you access our Services from. If any laws applicable to you restrict or prohibit you from using our Services, you must comply with those legal restrictions.

6.2. For the purposes of these terms and related documents such as our Fan Content Policy and our Acceptable Use Policy, “Content” means any information, data, software, sound, photographs, graphics, video, messages, tags, or other materials may be sent, uploaded, communicated, transmitted or otherwise made available via our Services by you or another user. You understand and agree that all Content that you may be sent when using our Services, whether publicly posted or privately sent, is the sole responsibility of the person that sent the Content. This means that you, not us, are entirely responsible for all Content that you may upload, communicate, transmit or otherwise make available via our Services. We do not control Content posted on our Services by other people and therefore we do not guarantee the accuracy, integrity or quality of that Content. You understand that when using our Services, you may be exposed to Content that you may consider offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any losses or harm of any kind resulting from the use of any Content posted, transmitted or otherwise made available via our Services.

6.3. While we are under no obligation to edit or control Content that you or other post or publish through the Service, we reserve the right to, without prior notice, remove, screen, edit or block any Content from our Services if we decide in our sole discretion that it results in or from a breach of any part of these terms, our Acceptable Use Policy or our Fan Content Policy, or that it may otherwise bring us or our Services into disrepute. However, you acknowledge that we do not actively monitor Content that is contributed by people that use our Services and we make no undertaking to do so.

6.4. You agree to comply with the terms of our Acceptable Use Policy set out at Appendix A.

7. Playing our Games with other users

7.1. Some of our Games allow you to play against an opponent or to play socially with other users.

7.2. By accessing and/or playing our Games you agree that your display name, scores, avatar, country location, online/offline status and other related details may be displayed in any media, for any purpose, and without any payment to you, including (without limitation) to other users in our games or within our marketing.

8. Suspension & Termination

8.1. Without limiting any other remedies or any other clause of these terms, if we reasonably believe that you are in material breach of these terms (including by repeated minor breaches), our Acceptable Use Policy and/or our Fan Content Guidelines Policy, we reserve the right to take any of the following actions, whether individually or in combination, and either with or without notice to you:

8.1.1. delete, suspend and/or modify your account or parts of your account;

8.1.2. otherwise suspend and/or terminate your access to our Services;

8.1.3. modify and/or remove any Virtual Money or Virtual Goods that may be associated with your account; and/or

8.1.4. reset and/or modify any game progression or benefits and privileges associated with your account, such as any level or score you have reached in our Games.

8.2. We reserve the right to delete your account if no activity is conducted by you in relation to the account for 180 or more days. In such an event, you may no longer be able to access and/or use any Virtual Money and/or Virtual Goods (as defined below) associated with that account and no refund will be offered to you in relation to the same.

8.3. You agree to compensate us, according to law, for all losses, harm, claims and expenses that may arise from any breach of these terms by you.

8.4. You may terminate these terms at any time by permanently ceasing all use of the Services, by deleting your account and/or by notifying us by email at support@playscavengers.com.

8.5. Service Suspension or Closure: We reserve the right to suspend or discontinue our Services at our sole discretion and without notice to you, although we will always endeavour to give reasonable notice where possible.

8.6. Clauses 8.6, 9, 11, 12.1, 12.4.4, 12.4.5, 12.6, 13, 14.3, and 16 through 21 survive any termination or expiration of these terms.

9. Disclaimers

9.1. WHILST WE WILL MAKE EVERY EFFORT TO MAKE SURE THAT YOU CAN ENJOY OUR GAMES, OUR GAMES AND SERVICES AND ANY MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS OTHERWISE SPECIFIED IN THESE TERMS, IMPROBABLE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES, THE GAMES, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. IMPROBABLE DOES NOT WARRANT THAT THE SERVICE, GAMES OR ANY PORTION OF THE SERVICES OR GAMES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND IMPROBABLE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

10. Provision of the Services

10.1. We will always endeavour to provide our Services in accordance with any legally required standards. In particular, in relation to any Virtual Money and/or Virtual Goods or any other part of our Services which have been paid-for with real money, we warrant that they will substantially comply with the description provided at the point of purchase.

10.2. We may modify, change and update our Services in whole or in part without notice to you (provided always that any such changes do not result in material degradation in the functionality of any part of the Services which has been paid-for with real money).

10.3. We are not liable or responsible for any failure to perform any of our obligations that is caused by events outside our reasonable control.

10.4. We may (but are not obliged to) patch, update or change the Services over time (for example to add or remove features, to resolve software bugs or to balance a Game). This may result in mandatory and/or automatic updates and older, non-updated versions may become unusable over time. We reserve the right to do this without notice or liability to you.

11. Limitation of Liability

11.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL IMPROBABLE OR ITS AFFILIATES (THE “IMPROBABLE ENTITIES”) BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY IMPROBABLE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

11.2. TO THE FULLEST EXTENT PERMITTED BY LAW, AND SUBJECT TO CLAUSE 20.5(B), THE AGGREGATE LIABILITY OF THE IMPROBABLE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE THE SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO IMPROBABLE IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE 100 DAY PERIOD PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) $100.

11.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES FORM AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND WILL CONTINUE TO APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Intellectual Property

12.1. You acknowledge that all copyright, trade marks and other intellectual property rights in and relating to our Services (other than Content which is contributed and owned by players) is owned by or licensed to us.

12.2. Whilst you remain in compliance with these terms, we grant you a non-exclusive, non-transferable, personal, revocable limited licence while these terms are in effect to access and/or use our Services (but not any related object and source code) for your own personal private use, in each case provided that such use is in accordance with these terms.

12.3. YOU ACKNOWLEDGE AND AGREE THAT, OTHER THAN THE LICENCE GRANTED TO YOU BY THESE TERMS, YOU SHALL HAVE NO OWNERSHIP OR PROPERTY INTEREST IN ANY OF OUR SERVICES, INCLUDING WITHOUT LIMITATION ONLINE ACCOUNTS, ANY VIRTUAL MONEY OR VIRTUAL GOODS. You must not copy, distribute, make available to the public or create any derivative work from our Services or any part of our Services unless we have first agreed to this in writing.

12.4. By submitting Content via our Services you:

12.4.1. Represent and warrant that you have the necessary licenses, rights, consents and permissions to authorise Improbable and users of the Service to use and distribute your Content to exercise the licenses granted below, in the manner contemplated by Improbable, the Service and these terms;

12.4.2. Represent and warrant that your Content, and the use of your Content as contemplated by these terms, does not and will not: (i) infringe, violate, or misappropriate the rights of any third party, (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person, or (iii) cause Improbable to violate any law or regulation;

12.4.3. Represent and warrant that your Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate.

12.4.4. Hereby grant to the Improbable Entities a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed;

12.4.5. Hereby grant to other users of the Service a non-exclusive license to access and use your Content as permitted by these terms and the functionality of the Service;

12.4.6. Agree that, where applicable, your Content will be subject to the terms of our Fan Content Policy; and

12.4.7. Agree that we have no obligation to monitor or protect your rights in any Content that you may submit to us, but you do give us the right to enforce your rights in that Content if we want to, including but not limited to taking legal action (at our cost) on your behalf.

12.5. You must not copy, distribute, make available to the public or create any derivative work from any Content belonging to any other user of our Services.

12.6. Feedback: We shall own all rights (including all intellectual property rights) in all oral and written feedback that you provide to us relating to our products and services (“Feedback”), and you hereby assign to us all of your right, title and interest in and to that Feedback.

13. Intellectual Property Infringement

13.1. We take intellectual property infringement very seriously and comply with the provisions of the Digital millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

Improbable Worlds Limited 10 Bishops Square London, E1 6EG United Kingdom legal@midwinter.net

13.2. Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

13.2.1. a description of the intellectual property rights that you claim has been infringed and an explanation as to how they have been infringed;

13.2.2. a description of the material you claim is infringing and where it is located on the Service;

13.2.3. your address, phone number and email address;

13.2.4. a statement by you that (i) you have a good-faith belief that the use of the materials on the Service of which you are complaining is not authorised by the copyright or intellectual property owner, its agent, or the law, and (ii) the information that you are providing is accurate, correct, and that, under penalty of perjury, you are the copyright or intellectual property owner or authorised to act on behalf of the copyright or intellectual property owner; and

13.2.5. a physical or electronic signature of the person authorised to act on behalf of the owner of copyright or other right that has allegedly been infringed.

13.3. Improbable will promptly terminate the accounts of users that are determined by Improbable to be repeat infringers.

14. Privacy

14.1. The data controller for all personal data that we collect about you through or in relation to our Games or other Services is Improbable Worlds Limited.

14.2. Improbable Worlds Limited collect, process, use and share your personal information in accordance with our Privacy Policy and as set out in these terms. If you do not agree to our Privacy Policy, you should not download or access our Games or otherwise access and/or use our Services.

14.3. By using the Service, you agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requests, including that those communications be in writing.

We may link to third party websites or services from our Services. You understand that we make no promises regarding any content, goods or services provided by such third parties and we do not endorse the same. We are also not responsible to you in relation to any losses or harm caused by such third parties. Any charges you incur in relation to those third parties are your responsibility. You understand that when you provide data to such third parties you are providing it in accordance with their privacy policy (if any) and our own Privacy Policy does not apply in relation to that data.

16. Assignment

We may transfer all or a part of our rights or responsibilities under these terms to someone else without obtaining your consent. You may not transfer any of the rights we give you under these terms unless we first agree to this in writing.

17. Entire agreement

These terms, including our Privacy Policy, Acceptable Use Policy and Fan Content Policy set out the entire agreement between you and us concerning our Services and they replace all earlier agreements and understandings between you and us in respect of the Services.

18. Severability

If any part of these terms is held to be invalid or unenforceable under any applicable local laws or by an applicable court, that part shall be interpreted in a manner consistent with applicable law to reflect as nearly as possible our original intentions and the remainder of these terms shall remain valid and enforceable. If it is not possible to interpret an invalid or unenforceable part of these terms in a manner consistent with applicable law, then that part shall be deemed deleted from these terms without affecting the remaining provisions of these terms.

19. Waivers of our rights

Our failure to exercise or enforce any of our rights under these terms does not waive our right to enforce such right. Any waiver of such rights shall only be effective if it is in writing and signed by us.

20. Binding Arbitration and Class Action Waiver. For residents in the United States, the following will apply:

20.1. Generally. In the interest of resolving disputes between you and Improbable in the most expedient and cost-effective manner, and except as described in Clauses 20.2 and 20.3 below, you and Improbable each agree that every dispute arising in connection with these terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND IMPROBABLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

20.2. Exceptions. Despite the provisions of Clause 20.1, nothing in these terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

20.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Clause 20 within 30 days after the earlier of the date that you first download the Game and the date you access or use the Services by sending a letter to Improbable Worlds Limited, Attention: Legal Department – Arbitration Opt-Out, 10 Bishops Square London, E1 6EG, that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Improbable receives your Opt-Out Notice, this Clause 20 will be void and any action arising out of these terms will be resolved as set forth in Clause 0. The remaining provisions of these terms will not be affected by your Opt-Out Notice.

20.4. Arbitrator. Any arbitration between you and Improbable will be settled under the Federal Arbitration Act and administered by JAMS, a nationally recognized arbitration authority, under its rules then in effect for consumer related disputes but excluding any rules that permit joinder or class actions in arbitration (the “JAMS Rules”). The JAMS Rules are available online at www.jamsadr.com, by calling 1-800-352-5267 or by contacting Improbable. All disputes will be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

20.5. Notice of Arbitration; Procedure: A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Improbable’s address for Notice of Arbitration is: Improbable Worlds Limited, Attention: Legal Department, 10 Bishops Square London, E1 6EG. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Improbable may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Improbable must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Improbable in settlement of the dispute prior to the award, Improbable will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000.

20.6. Fees. If you commence arbitration in accordance with these terms, Improbable will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000, in which case the payment of any fees will be decided by the JAMS Rules. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles County, California, but if the claim is for US $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules. In that case, you agree to reimburse Improbable for all monies previously disbursed by it that are otherwise your obligation to pay under the JAMS Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

20.7. Class Action Waiver: YOU AND IMPROBABLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Improbable agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

20.8. Changes to this Clause. If Improbable makes any future change to this arbitration provision, other than a change to Improbable’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Improbable’s address for Notice of Arbitration, in which case your account with Improbable will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

20.9. Enforceability. If Clause 20.7 or the entirety of this Clause 20 is found to be unenforceable, or if Improbable receives an Opt-Out Notice from you, then the entirety of this Clause 20 will be null and void and, in that case, the exclusive jurisdiction and venue described in Clause 20.12 will govern any action arising out of or related to these terms.

21. DISPUTES; GOVERNING LAW

21.1. Our Games and other Services are made available subject to these terms. If you have a dispute or concern, please let us know by contacting us at legal@improbable.io. While most disputes or concerns can be solved quickly by contacting us, in the unlikely event that we cannot solve your concern and you wish to bring legal action against us these terms shall be governed by and construed in accordance with the laws of England, without reference to conflict of laws principles.

21.2. If there is a dispute between us regarding these terms, then that dispute will be subject to the jurisdiction of the courts of England.

21.3. For residents in the United States, subject to Clause 20, you and we irrevocably consent to the exclusive jurisdiction and venue of state or federal courts located in Los Angeles County, California to resolve any claims or disputes arising from or related to these terms.

21.4. You understand and agree that our website, Games and other Services may not be used, accessed, downloaded, or otherwise exported, reexported, or transferred in contravention of applicable export control, economic sanctions, and import laws and regulations, including, but not limited to, the U.S. Export Administration Regulations (“EAR”) and regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). You represent and warrant that you (1) are not subject to U.S. sanctions or export restrictions and otherwise are eligible to utilize our website, Games and other Services under applicable laws and regulations; (2) are not located or ordinarily resident in a country or region subject to comprehensive or near-comprehensive U.S. sanctions/embargo, unless your use of our website, Games and other Services in such country or region is authorized by U.S. law; (3) are not an official, employee, agent, or contractor of, or directly or indirectly acting or purporting to act for or on behalf of, a government (including any political subdivision, agency, or instrumentality thereof or any person directly or indirectly owned or controlled by the foregoing) or political party (e.g., Cuban Communist Party, Workers’ Party of Korea) subject to U.S. sanctions/embargo or any other entity in a sanctioned/embargoed country or region or subject to U.S. sanctions/embargo; and (4) will not use our website, Games and other Services in connection with an end-use prohibited by U.S. law.

Appendix A

IMPROBABLE ACCEPTABLE USE POLICY

You agree not to, and not to allow third parties to, use the Services to:

  • probe, scan or test the vulnerability of any system or network;
  • breach or otherwise circumvent any security or authentication measures;
  • access, tamper with or use non-public areas or parts of Services, or shared areas of the Services to which you do not have access rights;
  • generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations (“spam”) or false source-identifying information (“spoofing” or “fishing”);
  • copy, sublicence, resell or distribute the Services;
  • inundate a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective (“DDoS”) or any other similar activities including mail bombing, news bombing, broadcast attacks, or flooding techniques;
  • modify, merge, distribute, translate, reverse engineer, decompile, disassemble, create derivative works of, hack or interfere with the Services or any part of them;
  • use the Services, or upload content to Improbable servers in any way which: (i) is illegal or infringes third party Intellectual Property Rights; (ii) is related to gambling and/or adult content; (iii) is defamatory, racist, discriminatory, offensive or inappropriate; or (iv) that may be harmful to Improbable, its operations and/or reputation;
  • intercept, mine or otherwise collect data or information (including personal data and confidential information) from the Services or other Improbable systems using unauthorised third-party software or otherwise;
  • post, upload, transmit or facilitate the transmission of any files that contain any malicious code, including viruses, spyware, Trojan horses, worms, time bombs or intentionally corrupted data;
  • access the Services in any manner that is intended to avoid incurring fees due under this or any other agreement;
  • attempt to access, copy, steal, modify or otherwise interact with third party content stored or located on Improbable servers or any areas of the Services that are not made available to the public;
  • upload to the Improbable servers or Services anything which causes damage to or affects the operation of the Services or any third party content;
  • impersonate any person, business or entity, including an employee of Improbable, or communicating in any way that makes it appear that the communication originates from Improbable;
  • publicly post identifying information about yourself, Improbable employees, or other players;
  • harass, stalk, abuse, intimidate, intentionally offend, harm or threaten other players or Improbable employees;
  • remove, alter or conceal any copyright, trademark, patent or other proprietary rights notice from the Services;
  • transmit or communicate any content which we reasonably believe to be offensive to players, including language that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, or racially, ethically, or otherwise objectionable;
  • participate in any action which we reasonably believe does or may defraud any other player, including by scamming or social engineering;
  • use or make available any cheats, technological measures or unauthorised third party programs including mods, hacks, cheats, scripts, bots, trainers and automation programs that interact with the Services in any way, for any purpose including providing access to any Virtual Money and/or Virtual Goods, whether on a free of charge basis or otherwise;
  • select an account or user name that is:
    • falsely indicative of an association with Improbable;
    • contains personally identifying information; or
    • offensive, defamatory, vulgar, obscene, sexually explicit, racially, ethnically, or otherwise objectionable;
  • use a misspelling or an alternative spelling to circumvent any restriction on name choices;
  • play on another person’s account or otherwise engage in activity intended to “boost” an account’s status or rank; or
  • use the Services for any business purpose without our express written consent or after we’ve asked you to stop using the Services.