PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING ANY WEBSITE OR APP PROVIDED BY TEAM ALPHA ENTERPRISES INC. DBA BETABATTLE. THESE TERMS WILL AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. YOU MUST READ AND ACCEPT THE FOLLOWING IMPORTANT TERMS BEFORE CREATING OR PARTICIPATING IN A CONTEST, USING OUR WEBSITE, APPLICATION, OR SERVICES, OR PURCHASING PRODUCTS OR SERVICES FROM OUR WEBSITE OR APPLICATION. IF YOU DO NOT AGREE WITH THE TERMS OF USE, DO NOT USE OUR PRODUCTS OR SERVICES.

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LAST UPDATED: August 31, 2021

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INTRODUCTION

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• Binding Agreement. Our website, accessible at [www.betabattle.net] (the “Website”) and our associated mobile app (the “Application”) and any associated Betabattle Software (as that term is defined in section 2.7 below) together form the Betabattle platform (the “Platform”). The Platform is owned and operated by Team Alpha Enterprises Inc. DBA Betabattle (“Betabattle”, “us”, “we”, “our”). These terms of use (“Terms”) constitute an agreement between us and you. These Terms govern your use and access of the Platform and the services and products made available on it (the “Services”). You must read the following Terms carefully before using or accessing the Platform. By using or accessing our Platform, Services or by participating in a contest on our Platform you agree to be bound by these Terms and the documents referred to in them. If you do not agree with or accept any of these Terms, you must leave our Platform immediately and refrain from accessing the Platform.
• NOTICE OF BINDING ARBITRATION; WAIVER OF CLASS ACTION. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 12.1 WHICH PROVIDES THAT YOU AND BETABATTLE WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THESE TERMS OR ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH THE COURTS OR APPLICABLE LAW WILL NOT PERMIT YOU TO CONSENT TO BINDING ARBITRATION. THIS MEANS THAT, IN THE EVENT OF A DISPUTE WITH BETABATTLE, YOU WILL NOT BE ABLE TO HAVE THAT DISPUTE RESOLVED BY A JUDGE OR A JURY UNLESS AN EXCEPTION APPLIES TO YOU. ADDITIONALLY, IN SECTION 12.2 OF THESE TERMS, YOU ALSO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST BETABATTLE. PLEASE CAREFULLY READ SECTIONS 12.1 AND 12.2 .
• Modifications. We reserve the right in our sole discretion to modify these Terms, or any part thereof, at any time, by posting the amended version on our Platform or providing our users notice of such changes at the contact information they have registered with us. Such modification will become effective seven (7) calendar days after written notice of the same is provided. Your continued use of the Platform or any of our Services after such seven (7) calendar day notice period confirms your consent to and acceptance of such modification. The most current version of these Terms will govern your use of the Platform and our Services, including without limitation any content made available on the Platform. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party. If you do not agree with changes to these Terms, you must cease using the Platform and our Services.
• Privacy. We take your privacy seriously. To find out about how we collect, share and use your content and information, we recommend that you read our Privacy Policy. The Privacy Policy forms part of these Terms and is incorporated by reference. By providing personal information via the Platform, you agree that we may collect, use and disclose your personal information as is necessary to operate and provide the Platform.
• ge Restrictions. Persons below the age of nineteen (19) or the age of majority in their jurisdiction are prohibited from accessing or using the Platform. Betabattle has the right, but not an obligation, to at any time require proof of a person’s age to ensure eligibility to access or use the Platform.

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CONTESTS

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• Summary. The Platform allows individuals to create contests between users of the Platform (“Users”) through which such Users may participate in contests relating to games of skill, including popular video games, against other Users (“Contests”).
• Contest Creation. Subject to compliance with these Terms, eligible Users may create Contests by using functionality provided on the Platform. More information about the Contest creation process is provided on our Platform. As part of the Contest creation process, the Platform may generate rules for that Contest based on the information submitted by the User creating the Contest, including but not limited to the fees required to be paid to enter a Contest by any participants in that Contest (“Entry Fees”) and prize(s) (if any) to be awarded to the winner(s) of the Contest. Contests may also be created by Betabattle directly without the involvement of any individual User.
• Contest Participation. To participate in a Contest, Users must create an account on the Platform and accept and comply with these Terms and any additional rules related to a Contest, and pay any Entry Fees required under these Terms and any additional rules related to such Contest. Specific rules for individual Contests will be available through the Platform. In the event of any conflict between the rules of a Contest and these Terms, these Terms shall prevail.
• Restricted Locations. You are prohibited from creating or participating in a Contest if you reside in any jurisdiction where participation in or operation of the Contest is unlawful, as well as the following jurisdictions: Arizona, Arkansas, Connecticut, Delaware, Louisiana, Montana, South Carolina, South Dakota, Tennessee, and Vermont. Contests are void where prohibited by applicable law.
• Prohibited Parties. Betabattle’s directors, officers, employees, and agents, their respective immediate family members (including, without limitation, spouses, domestic partners, parents, children, and siblings) and any other person residing in the household of any of the foregoing persons (“Prohibited Parties”) are prohibited from participating in any Contests; except that Betabattle’s directors, officers, employees, and agents may create, sponsor, or administer Contests on the Platform in the performance of their duties to Betabattle, provided that they and any Prohibited Parties do note benefit from such Contests.
• Cancelled Contests. Certain Contests may be cancelled before their commencement for any reason in the discretion of Betabattle, including lack of disclosed number of minimum necessary participants. In the event a Contest is so cancelled, unless set out in the applicable Contest rules, all Entry Fees paid to enter a Contest by any participants in that Contest shall be promptly credited to those Users’ accounts.
• Betabattle Software. In order to participate in any Contest Users may be required to install, and keep installed for the duration of the Contest, certain software created by Betabattle used to record their results from participating in any game as part of the Contest (the “Betabattle Software”). Betabattle makes no representations and warranties of any nature regarding the Betabattle Software, including that that the Betabattle Software may work with all devices. If you wish to access a contest you are responsible for accessing a device that is able to operate the Betabattle Software. You agree not to take any steps to interfere with the operation of the Betabattle Software, including taking any action that may cause the Betabattle Software to record inaccurate information about any Games you participate in, and acknowledge that any such action may result in your disqualification from any Contests you are participating in and/or the termination of your Account.
• Collusion. Users may not collude, collaborate or otherwise work together in any video game titles played as part of a Contest in order to affect the results of any Contest. This restriction does not apply to situations where multiple Users are working together in the same team, squad, or group within the context of a particular video game title within the usual structure of the gameplay methods of that video game title.
• Void Contests. In the event that Betabattle, acting reasonably, determines that the results of a Contest are affected by either (a) a technical error, including an error with the Betabattle Software or any third-party software, such as the video game titles being played by Users as part of the Contests, or (b) collusion by Users in breach of section 2.8 of these Terms, then we may, in our discretion, terminate such Contest immediately, or void the results of such Contest if it has already been completed, and (i) refund all Users participating in such contests their Entry Fees, and (ii) in the event that the Contest has been concluded and prizes have been credited to one or more Users’ Accounts as a result of the Contest, deduct from those Users’ accounts an amount of Coins equal to the prize received from such voided Contest.
• Winners. We will, upon request, provide you with a list of the Contests you have participated in, the names of the winners of such Contests, and the prize(s) won by each winner of such Contests.

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BETABATTLE COINS

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• Obtaining Coins. Users may purchase Betabattle Coins (“Coins”) through functionality provided by the Platform, at rates set out on the Platform. Prices for the purchase of Coins may be changed by us at any time. You acknowledge and agree that all information you provide with regards to a purchase of Coins, including, without limitation, credit card or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any credit card you provide when completing a transaction. We reserve the right, with or without prior notice, to (i) discontinue or limit the available quantity of any Coins, (ii) honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; and (iii) refuse to allow any user to purchase Coins or deliver any Coins to a user. When you purchase Coins through the Platform, you (a) agree to pay the price for such Coins set forth in the Platform, and all applicable taxes in connection with your purchase (the “Full Purchase Cost”) and (b) authorize Betabattle to charge your payment method for the Full Purchase Cost. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. We may also provide Coins to Users through alternate means as otherwise determined by us. Users can keep track of the number of Coins they hold through functionality provided on their Account. Coins may be used to satisfy the entry fee for one or more Contests, as well as be awarded as prizes for participation in Contests.
• Exchanging Coins for Cash. Upon purchase by a User, Coins are otherwise non-refundable and non-transferable. Coins may only be used to obtain items identified on the Platform for use on the Platform. Coins cannot be exchanged for cash or any other form of currency, fiat, crypto, virtual, or otherwise.
• Payment Processors. We use third-party payment processors to process transactions related to the purchase or sale of Coins. Any payments in this regard will be subject to the terms and conditions and privacy policies of such third-party payment processors. These terms and conditions and privacy policies will be made available to you before you purchase Coins. We recommend that you read these terms and conditions and privacy policies before making a purchase of Coins. Any fees charged to you by such payment processors are solely your responsibility.
• Chargebacks. In the event of any chargeback on any amount paid for Coins or for any Entry Fees by credit card or Paypal, we may charge you a processing fee in the amount of $25 USD and may disable or terminate your account.
• Prices. Prices for use of competition on the Platform are set out in United States Dollars (USD) unless otherwise noted.

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REGISTRATION OBLIGATIONS

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• Registration. To access certain Services and to use certain areas of our Platform, you must first complete the registration process to create an account ("Account"), which may involve registering a unique user name and password or logging into the Platform with certain approved social media login credentials (collectively, "Credentials"), and providing us with any other information we request.
• Registration Data. During the registration process, you will provide true, accurate, current and complete information about yourself as prompted by the Platform's registration form (such information being the "Registration Data"). You will also maintain and promptly update the Registration Data and to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or complete, or Betabattle has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, Betabattle has the right to suspend or terminate your Account and refuse any and all current or future use of the Platform or our Services (or any portion thereof) by you.
• One Account Per Individual. Any User wishing to access the Platform may only have one active account at one time. If you already have an Account on the Platform you may not register for another Account.
• Accounts May not Be Transferred. Any account created by a User may be used only by that User and may not be transferred, sold or otherwise encumbered in any manner. Your Account and Credentials are specific to you and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality and security of your Credentials, including but not limited to not allowing any other person to utilize your Account or your Credentials on the Platform for any purpose and preventing any minor under the age of nineteen (19) from having access to the Platform or the Services using your Account or Credentials. You will be held solely responsible for any losses you suffer as a result of your failure to maintain the confidentiality and/or security of your Account or Credentials.
• Credentials. Betabattle may act upon any communication that is given through your Account or by using your Credentials. Betabattle is not required to verify the actual identity or authority of a person using your Account or Credentials, but Betabattle may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if Betabattle is not satisfied with the verification.
• Ownership of Account. Regardless of any terms to the contrary, you expressly acknowledge that you have no right, title, or ownership interest of any nature to or in any Account, and your Account is not your property. Your Account is owned by Betabattle and is licensed to you on a limited basis pursuant to these Terms.
• Suspension or Termination of Account. We may disable or terminate your Account at any time and for any reason or no reason whatsoever in our sole discretion without notice to you, including if we suspect that you have violated these Terms or that your account’s security has been compromised. In the event your Account is disabled or terminated by us due to a violation of these Terms you agree and acknowledge that your right to Coins or other items associated with the Account may be irrevocably lost, and agree that you will release us of any liability of any nature in respect to the loss of the same.
• Account Termination. You may termination your Account by emailing us at info@betabattle.net with your deletion request and following the instructions we provide you.
• Prohibited Persons. You are prohibited from establishing or using an Account if you (i) have previously had an Account terminated by Betabattle or been banned from using the Platform, Application, or Platform Software, or participating in any Contest, (ii) are located in a country embargoed by the United States, or (iii) are on the U.S. Treasury Department’s list of Specially Designated Nationals.
• Rules Related to Account Names. When you choose an Account name, or display name or otherwise create a label or image that can be seen by other users of the Platform, including, without limitation, usernames (each an “User Identifier”), you must abide by the following guidelines as well as the rules of common decency. If Betabattle finds a User Identifier to be offensive or improper, or believes a User Identifier is or may be illegal, it may, in its sole and absolute discretion, refuse to grant you the User Identifier, change the User Identifier, remove the User Identifier, and/or suspend or terminate your Account. In particular, you may not use any User Identifier that:
• Belongs to another individual or entity with the intent to impersonate that individual or entity;
• Incorporates or uses vulgar language or imagery or which are otherwise offensive, defamatory, obscene, hateful, or racially, ethnically or otherwise objectionable;
• Is subject to the rights of any other person or entity without written authorization from that person or entity;
• Belongs to a popular culture figure, celebrity or media personality;
• Is, contains, or is substantially similar to a trademark or service mark, whether registered or not, or may otherwise cause confusion;
• Is related to drugs, sex, alcohol, or criminal activity; or
• Is substantially similar to, or otherwise contains or duplicates any copyrighted work or component of a copyrighted work (including, without limitation, comics, anime, movies or other video games, and any characters appearing in any of the foregoing).

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You may not use a misspelling or an alternative spelling to circumvent these restrictions, nor can you use a combination of names that violate any of these restrictions.

• Use of Your Account. You understand and agree that the use of your Account may be subject to limits established by Betabattle, including but not limited to a maximum amount that you may deposit to, withdraw from, or spend from your Account in any single calendar day or twenty-four (24) hour period.
• Refunds. All sales of Coins on the Platform, and all Entry Fees paid by any User to enter any Contest, are final. Except as expressly set forth in this Section 4.12, there are no refunds, returns, or exchanges for the purchase of any Coins or other services purchased on or through the Site, including any and all Contests and the Entry Fees associated with any such Contests. YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES ARE NOT REFUNDABLE IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4.12. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES. Notwithstanding the foregoing, Betabattle will issue refunds in the maximum amount of a single Coin purchase or Entry Fee payment in the following circumstances, provided that you provide written notice to Betabattle within forty-five (45) days of the occurrence of such circumstance and Betabattle is able to confirm the existence of such circumstance:
• You accidentally double-clicked a purchase confirmation resulting in being charged twice for the same intended single purchase transaction;
• You cancelled your participation in a Contest before the commencement of any part of the Contest; or
• An error or technical issue with the Platform or the Services or any third-party software (such as video game titles being played by users as part of the Contests) which results in either (i) a purchase of Coins or payment of an Entry Fee which was not requested by you, (ii) your inability to participate in a Contest, or (iii) the inability of the Platform to determine the winner of a Contest.

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USE OF THE PLATFORM

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• Lawful Use. You agree that your use of this Platform and materials on this Platform will be for lawful purposes only and in a manner consistent with local, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet or participation in Games by their residents and you agree to comply with the same, and not participate in any Games if doing so is not legally permitted in your jurisdiction.
• Restricted Users. Potential users of this Platform in any jurisdiction of the world whose laws would: (i) void these Terms in whole or in part; or (ii) render accessing this Platform or any Contests illegal, are not permitted to use this Platform or create or participate in any Contests.
• Rules. As a condition of your use of the Platform, you agree:
• not to use the Platform for any purpose that is unlawful under applicable law, tortious, or prohibited by these Terms, including any purpose that:
• infringes, violates or misappropriates the intellectual property rights of any third party; or
• may be considered defamatory, discriminatory, fraudulent, or otherwise malicious or harmful to any person or entity;
• not to create or participate in any Contests if doing so is unlawful under applicable law, or prohibited by these Terms;
• not to use the Platform if doing so is unlawful in your jurisdiction;
• not to use or access, or attempt to use or access, an Account which is not your own;
• not to transfer, assign, or rent out your Account to any other person;
• not to falsely state or misrepresent the origin of any User Content provided by you;
• not to impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity;
• not to use scrapers, indexing tools, or other automated tools for the purposes of data mining or surveying on the Platform;
• not to use bots or automated tools on the Platform (for example, you are prohibited from automating entries into Contests);
• not to mirror, frame, or link to any part of the Platform;
• not to harvest or otherwise collect, use or disclose personal information about Users, including email addresses, without their prior consent or not in compliance with applicable data protection and privacy laws;
• not to inhibit any person’s use or access of the Platform or impair any element of the Platform or its underlying infrastructure;
• not to defame or disparage anybody or make comments of an obscene, derogatory or offensive manner or otherwise use the Platform or its content in a way that brings us or any third party into disrepute or causes us to be liable to any third party;
• not to reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way the Platform or its content except as permitted by us under these Terms or as expressly provided under applicable law;
• not to use the Platform to distribute viruses or malware or other similar harmful software code;
• not to use any software or other tool to affect the intended functionality of the Platform or any video game titles in respect to which individual Users may participate in contests on the Platform;
• not to represent or suggest that we endorse any other business, person, product, or service unless we have separately agreed to do so in writing;
• not to use the Platform to harass, troll, inconvenience, annoy, cause nuisance, occasion violence on any person, cause property damage;
• not to use the Platform to contact any other User who has requested not to be contacted;
• not to use the Platform to infringe any person’s intellectual property rights, including without limitation copyright, trademark, trade secret, and patent rights, or rights of publicly or privacy;
• not to rent out, stream, distribute, lease, publicly perform, publicly display, transmit, broadcast, resell, modify, reproduce, prepare derivative works based upon, or otherwise exploit or commercialize the Platform except as expressly permitted by Betabattle;
• not to remove any intellectual property or proprietary property notices, including copyright and trademark notices, from the Platform;
• Social Media Login. You acknowledge and agree than when you login to the Platform with your social media login credentials, you authorize us to collect, use, and disclose information from your social media account in accordance with our Privacy Policy.
• Platform Availability. While we make commercially reasonable efforts to ensure that the Platform is available, we do not represent, warrant or guarantee in any way the Platform’s continued availability at all times or uninterrupted use by you of the Platform. You acknowledge that access and use of the Platform may be subject to bugs, malfunctions, delays, and downtime. You recognize that, due to the nature of the internet and electronic devices, your access and use of the Platform may be inhibited or affected by factors outside of our control.
• Accuracy of Content. Although Betabattle reserves the right to monitor, edit, review or remove content from the Platform, we do not represent, warrant or promise (whether expressly or by implication) that any content is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose. Any reliance you may place on the information on the Platform is at your own risk and we may suspend or terminate operation of the Platform at any time at our sole discretion. Nothing in these terms and conditions shall operate to prejudice any mandatory statutory requirement or your statutory rights. Content on the Platform does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes.
• Responsibility for Expenses. You are solely responsible for all costs, expenses, and liabilities connected to your access and use of the Platform and Contests. Without limiting the generality of the foregoing, you are responsible for (a) your internet, wireless, and data costs incurred in connection with your use or access of the Platform, participation in a Contest; (b) obtaining and maintaining any device or other hardware or software you use to access and use the Platform or participate in a Contest.
• Limitations. We do not guarantee that the Platform will work on all hardware. You are solely responsible for obtaining and maintaining compatible devices necessary to access and use the Platform, as updated from time to time.

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TRADE-MARKS AND COPYRIGHT

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• Trademarks. Betabattle and related words and logos are trademarks or trade names of Betabattle in the United States, Canada and other jurisdictions. Betabattle is also the owner in the United States, Canada, and other foreign jurisdictions of additional trademarks, registered or unregistered. Nothing in these Terms or on this Platform will be construed as granting or conferring, either expressly, by implication, by estoppel or otherwise, a licence or other right to you to use any such marks or names or any other intellectual property right of Betabattle. The names of other companies, products and services referred to on this Platform may be trademarks or trade names of their respective owners. Any unauthorized use of the trademarks or trade names of Betabattle or of third parties is strictly prohibited.
• Copyright. The materials provided on this Platform including, without limitation, all portions of this Platform, content, site design, text, graphics and the selection and arrangement thereof, are protected by copyright. All rights reserved. Title to the Betabattle materials remains with Betabattle and any unauthorized use of such materials is strictly prohibited. Betabattle reserves the right to take such steps as it deems necessary, including legal action, to enforce its rights under trademark and copyright law.
• App License. Subject to and conditioned on your compliance with these Terms, Betabattle hereby grants you a limited non-exclusive, non-sublicensable, non-transferable, revocable license to: (a) access and view the Platform and User Content; and (b) download, install, and use the Application and/or Platform Software on your mobile Device for the limited purpose of facilitating your personal use of the Platform.
• DMCA. We respect the intellectual property rights of others and will quickly respond to any claims of copyright infringement reported in relation to the Website or the Services. If You find anything on the Website that You believe infringes Your copyright or the copyrights of a person You are authorized to represent, please report the alleged infringement under the Digital Millennium Copyright Act (DMCA). To do so, please provide Our copyright agent (“Copyright Agent”) with the following information:
• Identification of the copyrighted work that you claim has been infringed;
• Identification of the allegedly copyright infringing content our Platform that you desire to have removed or disabled;
• Your contact information including name, address, email address, and phone number;
• A physical or digital signature of the true copyright holder or their authorized representative;
• A statement by you that you have a good faith belief that the use of the allegedly copyright infringing material is not authorized by the copyright owner, its agent, or the law; and
• A statement by you that the information in the DMCA Notice is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner.
• Our Copyright Agent may be reached at the following contact information:
  By e-mail: info@betabattle.net
• Please be aware that pursuant to copyright laws of some jurisdictions, a person who knowingly materially misrepresents that material or activity is infringing may be liable for damages.

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USER GENERATED CONTENT

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• User Content. Portions of this Platform allow Users to post and exchange information and content (such information and content, "User Content"), such as images, text, audio, and video, but Betabattle does not screen, edit or review any User Content before it is posted or transmitted. You retain the copyright and any other rights you already hold in User Content. By Submitting User Content on our Platform, you grant the Betabattle a worldwide, non-exclusive, perpetual, irrevocable, fully-paid up, royalty-free, assignable, transferable, and sub-licensable (through multiple tiers) license to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost, publish, sublicense, create derivative works from, and distribute your User Content, subject to these Terms, without any notice or compensation to you or any other person (the “User Content Licence”). You confirm, represent, and warrant to Betabattle that you have all the rights, power, and authority necessary to grant the User Content License and that any User Content you submit to us or otherwise post on the Platform is and shall be your own original work or work which you are authorized to supply to us. When you post any User Content on our or through our Platform, and you are the author of such User Content, you irrevocably and unconditionally waive all moral rights you may now or in the future have in any such User Content. Please note that posted or transmitted User Content does not necessarily reflect the views of Betabattle, and Betabattle disclaims all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on this Platform.
• Responsibility. You understand that all User Content, whether publicly posted or privately transmitted when posting, sharing, displaying, sending or submitting material using the Platform, is the sole responsibility of the person from whom it originated. This means that you, and not Betabattle, are entirely responsible: (i) for all User Content that you upload, post, email, transmit, or otherwise make available via the Platform or Services; and (ii) for ensuring that all User Content is accurate, lawful, and does not include misleading information or infringe or violate anyone’s rights. Betabattle does not control the User Content posted via the Platform or Services and, therefore, does not guarantee the accuracy, integrity, or quality of any User Content. You therefore agree that you will not hold Betabattle responsible or liable for any inaccuracies or for any errors or omissions in any User Content, or for any loss, injury or damages of any kind incurred as a result of the use of or reliance upon any User Content posted, emailed, transmitted, or otherwise made available via the Platform or Services.
• Removal of Content. You acknowledge that Betabattle does not pre-screen, monitor, or modify User Content, but that Betabattle has the right (but not the obligation) to refuse, remove, modify, or delete any User Content that is available via the Platform or Services that violates these Terms, or is otherwise objectionable, in our discretion. You acknowledge and expressly consent to Betabattle, accessing, preserving, and disclosing your Account information and User Content if required to do so by law or if in good faith Betabattle believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety or security of Betabattle, or our affiliates, staff, users, or the public.
• Ownership of Derivative Content. Betabattle owns all data, information, materials, works, and content derived or created from User Content (“Derivative Content”).
• Feedback. We value your visit to this Platform and welcome any questions, comments or feedback you might have about this Platform, these Terms, the Contests or any of the products or services offered by Betabattle ("Feedback"). Please refer to the Contact section of this Platform for phone and email addresses. That said, the Platform is not a secure means of communication and any information or content you supply to us will not be kept confidential. For that reason, you should not submit or send to us any patentable ideas or patent applications, advertising or marketing suggestions, know-how, trade secrets, prototypes or any information, written or oral, which you regard as confidential or commercially sensitive or valuable (collectively referred to as “Unwanted Submissions”). While we value your feedback, you agree not to submit any Unwanted Submissions. We shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of such submissions. You agree we are free to use your Unwanted Submissions as we see fit without any liability owed to you.
• License to Feedback and Submissions. If you provide Feedback, or Unwanted Submissions, you grant Betabattle a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to use, reproduce, publish, distribute, publicly display, publicly perform, translate, adapt, modify, telecommunicate, rent out, commercialize, monetize, and create derivative works from the Feedback or Unwanted Submissions in any way and for any purpose without providing any compensation to you or any other person. You also grant Betabattle the right to use the name you submit with the User Content or Feedback, if any, in connection with Betabattle's rights hereunder.
• Third-Party Rights Warranty. You represent, warrant, and covenant to Betabattle that your User Content, Feedback, and Unwanted Submissions do not violate the privacy rights, intellectual property rights, or any other rights, of any person.

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THIRD PARTY SERVICES AND CONTENT

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• Third Party Content. From time to time we may link to other websites or provide third-party content on our Platform solely as a convenience to you. Additionally, our Platform or content may be available through third party providers. We do not control such third parties. When accessing the Platform through a third party, your use of the Platform may also be subject to the terms and conditions, and privacy policy, of such third party. We do not warrant, endorse, guarantee, provide any conditions, warranties, or representations, or assume any responsibility or liability for any information, content, product, or service advertised, offered, made available, or performed by any third party unless we expressly say so and we will not be a party to any transaction that you may enter into with any such third party.

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REPRESENTATIONS AND WARRANTIES

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• Your Representations and Warranties. In addition to and not in derogation of any other representations and warranties you provide to us in these Terms, you represent and warrant to us that:
• you are at least 19 years old and have reached the age of majority in the jurisdiction where you reside;
• you are using the Platform in a jurisdiction where access to, and use of, the Platform (or any part thereof) and the Contests is not prohibited or illegal;
• all information in your Account and any other information you provide us, is true, accurate, current, and complete, including, without limitation, your age and residency information;
• your User Content does not violate the privacy rights, intellectual property rights, or any other rights, of any person;
• you have all authorizations and licenses necessary to post your User Content on the Platform and to grant us the license thereto;
• you understand the contents of these Terms and have had the opportunity to obtain legal advice with respect to these Terms before agreeing to it;
• you have the written consent, release and/or permission of every identifiable individual person appearing or referenced in your User Content to use his/her name and/or likeness;
• you have the capacity and authority to enter into, execute, and perform your obligations under, these Terms; and
• you have provided accurate and complete information on your Account registration form and will keep such information updated and current.

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DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY

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• DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOU USE THE PLATFORM, SERVICES, PRODUCTS, CONTESTS CONTENT, THIRD-PARTY CONTENT, AND THIRD-PARTY SERVICES AT YOUR OWN RISK. THE PLATFORM, SERVICES, PRODUCTS, CONTESTS, CONTENT, THIRD-PARTY CONTENT, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BETABATTLE HEREBY DISCLAIMS ALL CONDITIONS OR WARRANTIES WHATSOEVER, WHETHER STATUTORY, EXPRESS, OR IMPLIED, WITH RESPECT TO THE PLATFORM, SERVICES, PRODUCTS, CONTESTS, CONTENT, THIRD-PARTY CONTENT, AND THIRD-PARTY SERVICES. WITHOUT LIMITING THE FORGOING, THE PLATFORM, SERVICES, PRODUCTS, CONTESTS, CONTENT, THIRD-PARTY CONTENT, AND THIRD-PARTY SERVICES ARE PROVIDED WITHOUT STATUTORY, IMPLIED, OR EXPRESS WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, ACCURACY, CURRENCY, RELIABILITY, EFFECTIVENESS, USABILITY, OR NON-INFRINGEMENT. WE CANNOT GUARANTEE THAT THE PLATFORM OR CONTESTS WILL FUNCTION WITHOUT ERRORS, INTERRUPTION, OR DOWNTIME.
• LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BETABATTLE OR ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, JOINT VENTURES, LICENSORS (EXCEPT OTHER USERS), AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, OR SUBSIDIARIES (COLLECTIVELY, THE “REPRESENTATIVES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR OR RELATED TO LOSS OF PROFITS, LOSS OF REVENUES, PROPERTY DAMAGE, LOSS OF GOODWILL, USE, DATA LOSS, PERSONAL INJURY, LOST OPPORTUNITIES, DAMAGE TO REPUTATION, COMMERCIAL LOSS, FINANCIAL LOSS, OR ECONOMIC LOSS, OR INTANGIBLE LOSSES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR BASIS OF LIABILITY. THE FOREGOING LIMITATION SHALL APPLY EVEN IF BETABATTLE, OR BETABATTLE’S REPRESENTATIVES, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR GREATER CERTAINTY, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BETABATTLE, AND ITS REPRESENTATIVES, SHALL NOT BE LIABLE FOR ANYTHING WHICH RESULTS FROM:
• YOUR USE OF OR RELIANCE ON THE PLATFORM;
• YOUR INABILITY TO ACCESS OR USE THE PLATFORM DUE TO ANY CAUSE;
• ANY CONTEST OR PRIZE;
• ANY TRANSACTION, CONTRACT, RELATIONSHIP OR ENGAGEMENT YOU HAVE WITH ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, OTHER USERS);
• ANY SERVICES OR GOODS YOU REQUEST OR RECEIVE THROUGH THE PLATFORM;
• YOUR RELIANCE ON CONTENT, THIRD-PARTY CONTENT, OR INFORMATION MADE AVAILABLE ON THE PLATFORM;
• PRODUCTS OR SERVICES SOLD OR MADE AVAILABLE THROUGH THE PLATFORM;
• THE ACTS OR OMISSIONS OF ANY USERS;
• ANY ACT YOU MAKE OR FAIL TO MAKE AS A RESULT OF YOUR USE THE PLATFORM;
• ANY OTHER MATTER RELATING TO THE PLATFORM.
• Liability Cap. WITHOUT LIMITING SECTION 10.2, IN NO CIRCUMSTANCE WILL BETABATTLE OR ITS REPRESENTATIVES AGGREGATE LIABILITY EXCEED ONE HUNDRED UNITED STATES DOLLARS IN ALL CASES.
• Security Breach. Betabattle strives to keep your personal information, User Content, and Account safe from security breaches; however, we cannot guarantee the safety or security of your personal information, User Content, or Account. BY USING THE PLATFORM OR THE SERVICES, OR PARTICIPATING IN A CONTEST, YOU AGREE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TO RELEASE BETABATTLE AND ITS REPRESENTATIVES FROM ALL AND ANY LIABILITY FOR ANY HARM, INJURY, LOSS, OR DAMAGES SUFFERED BY YOU AS A RESULT OF A SECURITY BREACH, UNAUTHORIZED ACCESS TO THE PLATFORM OR THE SERVICES OR ANY PERSONALLY IDENTIFIABLE INFORMATION, FAILURE, OR SHORT COMING OF THE SERVICES. If you believe that a security breach is occurring, or will occur, you must notify us immediately.
• Limitation Period.ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF USE, YOUR USE OF THE PLATFORM MUST BE COMMENCED IN ARBITRATION WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT ONE (1)-YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
• Legal Limitation. Notwithstanding any other provision of these Terms, if applicable law limits or prohibits the application of sections 10.1 to 10.5, then Betabattle and its Representatives liability will be limited and excluded to the maximum extent permissible.
• General Indemnification. You agree to defend, indemnify, and hold harmless Betabattle and its Representatives from and against any and all claims, proceedings, suits, disputes, demands, threats, actions, obligations, liabilities, costs (including legal and accounting fees), damages, losses, penalties, fees, expenses, and injuries arising or resulting from: (a) your use of the Platform; (b) your participation in or ability to participate in a Contest; (c) your breach of these Terms; (d) any violation of any right of, or harm or loss of, any person caused by you; or (e) your violation of any law, regulation, order, or by-law. Betabattle reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you and you shall not in any event settle any matter without the prior written consent of Betabattle. You will co-operate as fully as reasonably required in the defense of any indemnified claim.
• User Dispute. If you have a dispute with any User, you release Betabattle and its Representatives from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
• Information. You acknowledge and agree that nothing contained in these Terms, any Contest rules, or otherwise on our Platform constitutes legal, tax, accounting, or other professional advice and should not be relied upon as such. Content regarding the laws of the Contests and tax law requirements provided on our Platform is provided for informational purposes only. Always consult with a qualified professional advisor before creating a Sweepstakes.
• Reliance. You understand and agree that we are making the Platform available to you in reliance upon the limitations and exclusions of liability, indemnities, release, and the disclaimers set forth herein and that the same form an essential basis of the contract between you and us. You agree that the limitations and exclusions of liability, indemnities, and the disclaimers set forth herein will survive, and continue to apply in the case of a fundamental breach or breaches of, the failure of essential purpose of contract, the failure of any exclusive remedy or the termination, suspension, or cancellation of your Account or suspension or termination of use of, or access to, Platform.

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TERM AND TERMINATION

• Effectiveness. These Terms are effective upon your acceptance of these Terms.
• Termination by Betabattle. Betabattle may terminate these Terms or stop providing the Platform at any time in its sole discretion.

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DISPUTES

• Arbitration. If the courts or applicable law in your province, state, or country will not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the courts of the State of New York, United States of America, and you irrevocably submit to the exclusive jurisdiction of any state or federal court located in New York, New York in any such suit, action, or proceeding. Otherwise, you agree that in the event of any dispute between you and Betabattle arising out of or relating to these Terms, the Services, or the Platform, or to the relationship between any Betabattle and you, that you and Betabattle shall consult and negotiate with each other and, recognizing your mutual interests, attempt to reach a solution satisfactory to both you and Betabattle. If you and Betabattle do not reach settlement within a period of 60 days, then such dispute shall be referred to and finally resolved by mandatory and binding arbitration under the Streamlined Arbitration Rules of Judicial Arbitration and Mediation Services (“JAMS”). The Streamlined Arbitration Rules governing the arbitration may be accessed at www.jamsadr.com or by calling JAMS at (800) 352-5267. If you commence arbitration in accordance with these Terms, you will be required to pay $250 to initiate the arbitration. Any arbitration pursuant to this Section 12.1 shall be held 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. Any such arbitration shall be held in New York, New York, unless mutually agreed otherwise by the parties. The arbitration shall be a confidential proceeding, closed to the general public. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. In making any decision or award, the arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s decision or award is based. The arbitrator shall have the power to enter temporary restraining orders and preliminary and permanent injunctions as permitted by these Terms. THE Parties expressly waive their right to a jury and agree to proceed with binding arbitration.
• You may opt out of the above arbitration clause. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and Betabattle arising out of or relating to these Terms, the Services, the Platform, or the relationship between any Betabattle and you. To opt out, you must, within 30 days of ____________, 2021 or of the date you begin using the Services, whichever is later, deliver to Betabattle a clear written statement indicating that you wish to opt out of the arbitration provisions in these Terms. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; (d) your email address; and (e) your Account name (if any). The opt-out statement must be delivered to the following address:
• If you opt out of the arbitration clause in the manner provided above, then you irrevocably agree that the state or federal courts located in of New York, New York will have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or related to these Terms, the Services, the Platform, any other products or services made available by us, or your relationship with Betabattle.
• Class Action Waiver. Except where prohibited by law, you agree that any and all disputes, claims and causes of action arising out of or connected with the Platform or the Services, and any claim against Betabattle related to any such claim or cause of action, will be arbitrated only on an individual basis, without resort to any form of class action, and will not be consolidated or coordinated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. Regardless of the forum in which you bring or seek to bring claims, you agree to bring claims only in your individual capacity and not as a plaintiff or class member of any purported class or collective proceeding, and not on behalf of any person other than yourself.

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GENERAL

• Consumer Rights. Nothing in these Terms affects consumer rights that, pursuant to applicable law, cannot be limited or waived.
• Survival. Articles 4, 6, 7, 8, 9, 10, 12, 13 and all other provisions of these Terms which must survive termination of these Terms to fulfill their purpose will survive termination of these Terms or the cancellation or deletion of your Account.
• Entire Agreement. These Terms, which incorporates any applicable Privacy Policy and any applicable Contest rules by reference, constitute the entire agreement between you and Betabattle with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
• Assignment. We may assign these Terms in part or in their entirety, including our rights, interests, and obligations hereunder, without notice to you or your consent. These Terms are personal to you and you may not assign these Terms nor your rights, interests, or obligations under these Terms to any person.
• Governing Law. The courts in some countries or provinces will not apply the law of the State of New York to some types of disputes. If you reside in one of those countries or provinces, then where New York law is excluded from applying, your country or province’s laws will apply to such disputes related to these Terms. Otherwise, these Terms are governed and interpreted pursuant to the laws of the State of New York and the federal laws of the United States of America applicable therein, without regard to principles of conflicts of law that would impose the law of another jurisdiction. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
• No Waiver. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. No waiver of a breach of these Terms will constitute a waiver of any other breach of these Terms.
• Waiver. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of these Terms invalid or otherwise unenforceable in any respect. In the event that a provision of these Terms are held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms will continue in full force and effect.
• Headings. Headings are for convenience only and shall not affect the interpretation of these Terms.
• Currency. References to dollar amounts in these Terms and on the Platform are in U.S. dollars unless otherwise stated in writing.
• Language. The parties acknowledge that they have required that the Terms, and all related documents (including all Contest rules and the Privacy Policy) be prepared in English. Les parties reconnaissent avoir exigé que les présentes modalités de vente et tous les documents connexes soient rédigés en anglais. If these Terms are translated into another language, the English language text shall in any event prevail. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in these Terms, it means “including (or includes) without limitation”.
• Enurement. These Terms will enure to the benefit of and be binding upon the parties to these Terms and their respective successors, heirs and permitted assigns.
• Notice. Any notices to be provided to Betabattle pursuant to these Terms may be provided by email at the following email address: info@betabattle.net.
• Further Assurance. You agree to provide such further documents or instruments, and take such further actions, reasonably requested by Betabattle, to effect the purposes of these Terms and carry out its provisions.
• Force Majeure. In no event will Betabattle be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent that such failure or delay is caused by any circumstances beyond Betabattle’s reasonable control, including acts of God, flood, fire, earthquake, tsunami, explosion, war, terrorism, invasion, riot or other civil unrest, pandemic, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labour stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.
• Relationship of the Parties. Each Host is and shall remain at all times an independent contractor and not an employee or dependent contractor of Betabattle. Nothing in these Terms shall be construed to create any association, partnership, joint venture, agency, fiduciary, or employment relationship between any Host and Betabattle for any purpose, and neither party has the authority to contract for or bind the other party in any manner whatsoever.

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