Microsoft: Terms of Service

Last Updated: August 10th, 2023

This STG Football (Microsoft) Terms of Service Agreement (“Terms of Service”), including any policies, rules and other terms, including the Privacy Policy and Cookie Policy, that are expressly incorporated herein by reference (collectively, the “Agreements”), set forth a legally binding agreement between the person or entity accepting these Terms of Service (hereinafter “you”, “your”, or “User”) and SuperTeam Games, Inc. (“STG”, “we”, or “us”). These Terms of Service govern your use of (i) STG Football, a video game available for Xbox on the Microsoft store at https://www.xbox.com/en-US/microsoft-store (the “Game”), (ii) STG’s websites, https://superteamgames.com, www.stgfootball.com, www.stgfootball.io, www.stgfootball.gg, www.stgfootball.com/store, www.stgfootball.com/marketplace, www.stgfootball.io/marketplace, www.stgfootball.io/store, www.stgfootball.gg/marketplace, www.stgfootball.gg/store http://marketplace.stgfootball.com, http://marketplace.stgfootball.com/marketplace, http://marketplace.stgfootball.com/store, and any other websites or mobile applications that STG may develop in the future (each a “Site” and collectively the “Sites”), and (iii) any Content (as defined in below), functionality or services made available on or through the Sites (collectively with the Game and Sites, the “Services”). Please read these Terms of Service carefully before using the Sites or any of the Services.

“Content” means all artwork, logo, animation, design (including product design), text, copyright, trademarks, photos, video, images, graphics, music, audio-visual content, podcasts, recordings, sound, software including source code, and any other digital media (including related services), the accompanying manual(s), packaging, and other written files, electronic or on-line materials or documentation, and any and all copies of such software and its materials.

THE AGREEMENTS GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. BY USING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT ACCESS OR USE THE GAME OR ANY OF THE SITES OR THE SERVICES.

ARBITRATION NOTICE: SECTION 27 (DISPUTE RESOLUTION) OF THESE TERMS OF SERVICE CONTAINS A MUTUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO A COURT HEARING AND JURY TRIAL. YOU AGREE THAT ANY AND ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. PLEASE READ SECTION 27 (DISPUTE RESOLUTION) CAREFULLY.

1. ACCEPTANCE OF TERMS.

   By accessing or using the Services, or by clicking to accept these Terms of Service when this option is made available to you, you accept and agree to be bound by the Agreements. Certain aspects of the Services are facilitated or provided by our suppliers, licensors and service providers (collectively, “Service Providers”), including but not limited to Forte Labs, Inc. and its affiliates (collectively, “Forte”), Provenance Technologies, Inc. and its affiliates (collectively, “PTI”), National Football League Players Association and its affiliates (collectively “NFLPA”), National Football League Players Incorporated and its affiliates (collectively “NFLPI”), and OneTeam Partners, LLC and its affiliates (collectively, “OneTeam”). In addition to these Terms of Service, your access to and use of certain portions or aspects of the Services may require you to accept additional terms additional terms and conditions, including the terms and conditions of our Service Providers or Microsoft, which are hereby incorporated and made a part of these Terms of Service by this reference.

2. AGE REQUIREMENTS.

   The Services are intended for use only by persons over the age of 18. We do not seek to collect information about children under the age of 18, and we will not knowingly do so. If you are under the age of 18, please do not use or access the Services. By using any of the Services you affirm that you are over the age of 18. You must be at least the age of majority in your place of residence, and fully able and competent to enter into and abide by the terms and conditions of these Terms of Service, in order to access and use the Services. Individuals under the age of majority are not eligible to use the Services and may not submit any personal information to us. By accessing or using the Services, or by clicking to accept these Terms of Service when this option is made available to you, you represent and warrant that you are at least the age of majority in your place of residence, are legally entitled to enter into these Terms of Service, are legally able to enter into any and all purchase agreements with us and our partners, vendors, agents, and Service Providers, and have the right, authority and capacity to enter into and abide by the terms and conditions of these Terms of Service.

3. RESTRICTED COUNTRIES.

   In order to use the Services, you must not (a) be currently located in, ordinarily resident in, organized in or based in Cuba, Iran, North Korea, Syria, the Crimea, Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country (“Restricted Countries”); (b) be subject to sanctions designation as a Specially Designated National (SDN), financial restrictions as a person or entity on the Sectoral Sanctions Identifications (SSI) List, or blocking under U.S. law, or an asset freeze under UK, EU or Canadian law; or (c) act on behalf of or at the instruction of, or be under 50% or more ownership, directly or indirectly, by one or more individual or entity that is described in clauses (a) and (b) above.

4. PRIVACY POLICY.

   Our Privacy Policy governs the processing of all personal data collected from you in connection with your use of the Services. The Privacy Policy and its terms and provisions are hereby incorporated and made a part of this section by reference. You hereby agree to the Privacy Policy, available at https://stgfootball.com/privacy_policy.html.

5. ACCOUNTS; ACCOUNT BALANCES.

   5.1 Accounts

   Certain portions of our Sites are accessible only to Users who have registered with the Sites and Services and obtained login credentials (“Secure Users”). As a Secure User, when you create an account with us to access any part of the Sites and/or Services, you must treat your account information (including, but not limited to, your username, password, and any other piece of information required as part of our security procedures) as confidential, and you must not disclose the foregoing to any other person or entity. You may only register, own, or control a single Secure User account at a time.

   It is your responsibility to maintain the security of your account by ensuring that all information associated with it is kept in a secure location and not disclosed to any other person or entity. If you are a Secure User, you agree to accurately maintain accurate information and update any information about yourself and your account (including your Service Provider Platform Account), and update within five (5) calendar days any information that you have provided. You further agree that you are responsible for all activities that occur under your Secure User account. Any unauthorized access to your account by third parties could result in the loss or theft of funds held in your account and any associated accounts, including your linked credit card(s) and bank account(s). You understand and agree that you will not hold us, or our parent, subsidiaries, affiliates, licensors, Service Providers, content providers, contractors, and our and their respective directors, officers, managers, employees, members, agents, licensors, licensees, suppliers, successors and assigns (collectively, “Affiliates”), responsible for managing and maintaining the security of your account. You are solely responsible for creating a strong password and maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access your Secure User account. You further understand and agree that we and our Affiliates are not responsible (and you will not hold us responsible) for any funds lost in your account or any unauthorized access to or use of your account. You also agree to notify us promptly at the email provided in Section 36 of any unauthorized use of your login credentials or any other breach of security that you become aware of involving or relating to the Services.

   Unless otherwise expressly authorized by us, you may not sell or attempt to sell your account or access to your account, or grant a security interest or other ownership right in your account, to any third party.

   STG (including its Affiliates) reserves the right to take any and all action, as it deems necessary or reasonable, to maintain the security of the Services and your account, including without limitation, terminating or disabling your account, changing your username, password, or other identifier, or requesting information to authorize or disable transactions on your account, at any time, including if you have violated any provision of these Terms of Service.

   To qualify and to be approved for certain types of accounts, you may be required to provide certain, sometimes personal, information, including, without limitation, as required to satisfy our applicable cryptocurrency and fiat “Know Your Customer” (“KYC”) and Anti-Money Laundering (“AML”) compliance requirements. Additionally, STG may, at its sole discretion, require you to take additional actions or provide additional information in connection with the use of a Secure User account. It is a condition of your use of an account that all such information you provide is correct, current, and complete.

   WE AND OUR AFFILIATES EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

   5.2 Account Balances.

   As a Secure User, your account allows you access to certain features within the Game that allow you to hold a balance of digital items or tokens for use through the Services.

   Through the Microsoft store you may purchase certain in-game currency (“Silver” and “Gold”) that will be reflected as a balance within the Game. Silver and Gold have no value outside of the Game and may never be exchanged, redeemed, or converted to money or cryptocurrency, except to the extent required by applicable law. Silver and Gold may only be used to purchase certain virtual products or services within the Game. Silver and Gold will have no functionality elsewhere on the Sites. You must be a Secure User in order to purchase or use Silver and Gold. Such purchases may be subject to additional terms and conditions, including but not limited to the Microsoft store terms and conditions. Purchases of Silver and Gold are nonrefundable unless otherwise required by law. We or our Service Providers may reject or return any transaction that we reasonably believe would cause you to violate the terms of the Agreements or applicable law.

   STG grants you a limited license to receive and use Silver and Gold, subject to the Agreements and any other supplemental transaction or promotional terms and conditions we or Microsoft may require at the time of the transaction. Unless expressly stated otherwise in the Agreements or other applicable terms and conditions, the balance held in your account may only be used to obtain certain products and services in connection with the Services. Holding a balance of Silver or Gold in your account does not entitle you to any claim or right with respect to us or our Affiliates and Service Providers (including but not limited to Forte and PTI), such as the right to redeem any portion of the balances in your account for money, monetary value, or any other thing of value, unless specifically stated otherwise in the Agreements.

   You acknowledge and agree that your Secure User account, including any Service Provider Platform account, is not a bank account or other type of financial account. The Secure User account does not accrue interest, is not insured by any entity (including the Federal Deposit Insurance Corporation), and does not hold real currency or virtual currency. You further acknowledge and agree that you have no personal property rights with respect to your account or its contents. We or our Service Providers may modify your accounts any time and in any way we deem appropriate for the provision of the Services or the operation of the Sites or take any other action with respect to Silver or Gold, except as prohibited by applicable law, even if such action on our part affects the perceived value of the contents of your account.

   The balances in your accounts may terminate or cease operation in accordance with the Agreements when we cease providing the Services, operating the Sites, or the Agreements are otherwise terminated.

   STG and its Service Providers will not, and are under no obligation to, provide you with any account statement or other similar written accounting of your Secure User account and its contents. In order to review the contents of your account, you must log into your account and visit the appropriate account management page on the Sites.

   Except as otherwise provided in the Agreements or prohibited by applicable law, we reserve the right to reduce, deactivate, suspend, or terminate your accounts, or your access to any features of the Services that relate to the contents of your accounts, if in our sole discretion and after an investigation, we find that you have violated the Agreements, misused your account, or have otherwise used any feature of your accounts in connection with any illegal activity.

   If our relationship with our Service Providers and/or access to the Service Provider Platform is suspended or is terminated for any reason, you may lose access to the Service Provider Platform and the Game, and the loss of such access may affect digital items including your ability to use them. You agree that the Service Providers are not responsible for any losses or liabilities that may occur, directly or indirectly, as a result of such suspension or termination (including impacts on the legality, rights, valuation or liquidity of your digital items), and to hold the Service Providers harmless for any such losses or liability. The Service Providers have no obligation or commitment to upgrade or further develop the Service Provider Platform.

6. RESTRICTIONS ON USE.

   You may use the Services and all associated Content solely for your personal use and enjoyment. To access parts of the Services, you may be asked to provide certain, sometimes personal, information subject to our Privacy Policy. It is a condition of your use of the Services that all the information you provide through the Services is correct, current, and complete.

   The Services, or any portion thereof, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You shall not attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Services. You may not use the Services for any fraudulent or unlawful purpose, and you may not take any action, use any device, software, or routine to interfere with the Services or any other User’s use of the Services. While using the Services, you are required to comply with all applicable statutes, orders, regulations, rules, and other laws. In addition, we expect Users of the Services to respect the rights and dignity of others. By way of example and not of limitation, you may not (and you expressly agree that you will not) do any of the following, which violate the Agreements:

   • Post, upload, share, transmit, distribute, facilitate distribution of or otherwise make available to or through the Services any unlawful, infringing, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar or otherwise objectionable material of any kind, including unauthorized or unsolicited advertising;

   • Reproduce, duplicate, or copy any portion of the Services, except as authorized by the Agreements;

   • Other than as expressly provided otherwise by the Agreements, you may not sell, resell, or otherwise exploit for any commercial purposes any portion of the use of or access to the Services without the prior written consent of STG;

   • Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services, or express or imply that we endorse any statement you make;

   • Post or otherwise transmit messages that may tend to restrain trade, or encourage or facilitate an agreement on: prices, discounts, terms or conditions of sale; allocation of markets or territories; or selection, rejection, or termination of business relationships or suppliers;

   • Remove any copyright, trademark, or other proprietary rights notice from the Services or materials originating from the Services;

   • Transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, or indecent information of any kind, including images and language;

   • Transmit or solicit any information, software, or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights; is protected by copyright, trademark, or other proprietary rights; or is a derivative work with respect thereto, without first obtaining permission from the owner or right holder;

   • Transmit any information, software, or other material that contains a virus, trojan horse, time bomb, worm or other rogue programming or other harmful component.

   • Use any software, tool, data, device, or other mechanism to use, navigate or search the Services, other than generally available browsers or a search engine provided by us;

   • Use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute any information or Content available through the Services; or

   • Frame or utilize framing techniques to enclose any aspect of the Services, including any trademark, logo, or other proprietary information (including, but not limited to, images, text, page layout, or form) without our express written consent.

   Additionally, you are prohibited from violating or attempting to violate any security features of the Services, including, but not limited to:

   • Violate or attempt to violate the security of the Services;

   • Accessing Content or data not intended for you or logging onto a server that you are not authorized to access;

   • Attempting to probe, scan, or test the vulnerability of the Services, or any associated system or network, or to breach security or authentication measures without proper authorization;

   • Interfering or attempting to interfere with service to any visitor, host, or network, including, without limitation, by means of submitting a virus to the Services, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”;

   • Violating security features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or any Content on the Services, including, without limitation, by use of any manual or automated software, devices, scripts bots, crawlers, spiders, data miners, scraping or other automatic access tools;

   • Using the Services to send unsolicited e-mail, promotions or advertisements for products or services; or

   • Forging, misusing or attacking any internet protocol designed to facilitate communication or file sharing between multiple computers or devices across networks.

   Any violation of system or network security may subject you to civil and/or criminal liability.

7. USER REPRESENTATIONS AND WARRANTIES.

   By accessing or using the Services, you agree to, acknowledge, and represent and warrant as follows:

   • You will comply with all applicable federal, state or local laws in using the Services, and you will not perform or fail to perform any act that you know or reasonably should know would place us or our Affiliates in violation of any applicable law.

   • You are purchasing the Game and/or Player Digital Assets (defined below) for entertainment purposes only.

   • You have the authority and capacity, under the laws of the state or jurisdiction in which you reside, to make the representations and warranties and be bound by the covenants provided herein.

   • You will not infringe on any intellectual property rights belonging to us, our Affiliates, or any third party including, but not limited to, copyrights, trademarks, service marks, trade names, logos, devices, signs, and associated goodwill, right of publicity, rights in inventions and discoveries, patents, underlying software including object code and source code, utility models, rights in designs, rights in confidential information and know-how subsisting anywhere in the world, whether registered or not, or violate any other rights held by us or any third party.

8. PLAYER DIGITAL ASSETS.

   8.1 Purchases.

   You may purchase playable digital assets depicting National Football League players (“Player Digital Assets”) for use in the Game via the Microsoft store. We sell Player Digital Assets solely for the purpose of using them in the Game. You acknowledge that you are purchasing the Player Digital Assets only for the entertainment utility value of using them in the Game. When you purchase a Player Digital Asset through the Microsoft store, you will have limited ownership of the Player Digital Asset you purchased. You acknowledge and agree that while you may own the Player Digital Asset that you rightfully and lawfully purchased through the Microsoft store, we (including, the applicable licensor(s)) continue to own and/or control all legal right, title and interest, and all intellectual property rights therein, in and to Content incorporated in and/or linked to such Player Digital Asset. We reserve all rights in and to the Content not expressly granted to you in these Terms of Service, including without limit the right to reproduce, create derivative works, distribute and display the Content.

   In addition to these Terms of Service, your purchase of Player Digital Assets will be governed by applicable terms and conditions of the Microsoft store. You understand and agree that we are not responsible for the terms and conditions governing transactions on the Microsoft store. Subject to any technical limitations, we will use commercially reasonable efforts, in our sole discretion, to correct transactions that are processed incorrectly on the Microsoft store in connection with our Services. You shall not seek to hold us or our Affiliates liable for any failure to correct or remedy any transactions conducted on the Microsoft store and in all cases we shall be entitled to the rights and protections afforded to us under these Terms of Service.

   8.2 License to the Player Digital Asset Content

   The Player Digital Asset is subject to a license that we have obtained from the NFLPA, NFLPI, and OneTeam. Subject to your rightful and lawful purchase or acquisition of the Player Digital Asset and, your continued compliance with our Terms of Service, we grant you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license, to display the Content for your Player Digital Asset solely for your own personal, non-commercial use solely as permitted within the Game. The license to display the Content for your Player Digital Asset is automatically transferred with your Player Digital Asset, solely for the purposes set forth above and as provided in this Section 8. Otherwise, the license to display the Content for your Player Digital Asset is non-transferable.

   8.3 Intellectual Property Limitations to Player Digital Assets

   The license in Section 8.2 does not include: (i) the right to use the Player Digital Asset or Content to create NFTs or other digital assets; (ii) the right to modify the Player Digital Asset or Content and/or create derivative works of the Player Digital Asset or Content; (iii) the right to, and you may not, use any of our (or the applicable licensor’s) trademarks in connection with the exercise of your license in Section 8.2. None of our trademarks (or the applicable licensor’s trademarks) are licensed to you. You may not use or attempt to register any Intellectual Property (as defined below) or other asset, including any trademarks, copyrights, domain names, social media accounts or related addresses, that contains or incorporates any artwork, other representation, name or mark that may be the same as or confusingly similar to such trademarks. The limitations in this Section 8.3 will survive the expiration or termination of the license granted in Section 8.2.

   8.4 Restrictions on Player Digital Assets

   You agree that you may not, nor permit any third party to do or attempt to do, any of the following without our express prior written consent in each case: (i) modify, distort or perform any other change to the Content for your Player Digital Asset in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Content for your Player Digital Asset as a brand or trademark or to advertise, market, or sell any of your or any third party’s product or service; (iii) use the Content for your Player Digital Asset in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech, obscenity or otherwise infringe upon the rights of others or promote illegal activities, or reflect negatively on our brands; (iv) use the Content for your Player Digital Asset in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Content for your Player Digital Asset; (vi) attempt to apply for or register any trademark, copyright, or otherwise acquire additional Intellectual Property rights in or to the Content for your Player Digital Asset; (vii) use the Content for your Player Digital Asset in connection with defamatory or dishonest statements about us and/or our Affiliates or which otherwise damage any goodwill, value, or our reputation, or represent or imply that your exercise of the license granted to you under Section 8.2 is endorsed by us and/or our affiliated companies; or (vii) otherwise utilize the Content for your Player Digital Asset for your or any third party’s commercial benefit. To the extent that Content associated with your Player Digital Asset contains Third-Party IP (as defined below), you understand and agree as follows: (w) that you will not have the right to use such Third-Party IP in any way except as incorporated in the Content, and subject to the license and restrictions contained herein; (x) that, depending on the nature of the license granted from the owner of the Third-Party IP, we may need to pass through additional restrictions on your ability to use the Content and/or the Player Digital Asset; and (y) to the extent that we inform you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of these Terms of Service. All restrictions under this Section 8.4 will survive the expiration or termination of the license granted to you in Section 8.2.

   “Intellectual Property” means any intellectual property rights belonging to us and/or our Affiliates including, but not limited to, copyrights, trademarks, service marks, trade names, logos, devices, signs, and associated goodwill, right of publicity, rights in inventions and discoveries, patents, underlying software including object code and source code, utility models, rights in designs, rights in confidential information and know-how subsisting anywhere in the world, whether registered or not.

   "Third-Party IP" means any third-party intellectual property rights including, but not limited to copyrights, trademarks, service marks, trade names, logos, devices, signs, and associated goodwill, right of publicity, rights in inventions and discoveries, patents, underlying software including object code and source code, utility models, rights in designs, rights in confidential information and know-how subsisting anywhere in the world, whether registered or not.

   8.5 Player Digital Asset Compliance

   You acknowledge and understand that the creation, sale, offering, use, and exchange of digital assets, including the Player Digital Assets, is a developing and evolving industry and may be subject to new or evolving legal and regulatory requirements or scrutiny, including those pertaining to taxation, securities, and consumer protection laws. You recognize and acknowledge that any products or services provided by us or our Affiliates may be subject to change or modification based on changes, clarifications, or evolution of existing laws or regulations. Such changes may include suspension or termination of the Services without compensation or recourse. You recognize and acknowledge that you are responsible for complying with all applicable laws, rules, and regulations and that neither we nor our Affiliates can or will provide legal or tax advice with respect to such laws, rules, and regulations.

   8.6 Termination of the Player Digital Asset License and Consequences

   The license granted in Section 8.2 above applies only to the extent that you rightfully and lawfully purchased or acquired the Player Digital Asset and you continue to own the applicable Player Digital Asset. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Player Digital Asset for any reason, the license granted in Section 8.2 to you will immediately expire with respect to that Player Digital Asset without the requirement of notice, and you will have no further rights in or to the Content for that Player Digital Asset. The license granted in Section 8.2 will also automatically terminate, with all rights returning to us if: (a) you breach any of these Terms of Service which shall include, without limit, transferring, selling, donating or otherwise disposing of the Player Digital Asset in a way not allowed specifically under the Terms of Service; (b) you engage in any unlawful business practice related to the Player Digital Asset, (c) you initiate any legal actions, except an arbitration as specifically provided in the Terms of Service, against us or our Affiliates, and each of their respective officers, directors, members, affiliates, agents, attorneys, and employees (“Our Parties”); (d) you disparage any of Our Parties, our brands or products; or (e) if other circumstances occur which would make it unreasonable for us to remain bound to these Terms of Service until the next regular effective date of termination. In case you did not rightfully and lawfully purchase or acquire a Player Digital Asset or upon any expiration or termination of the license granted in Section 8.2, we may disable your access to the Content and/or deny access to any further benefits, Services or goods associated with the unlawfully and/or unrightfully acquired Player Digital Asset and you shall delete, remove or otherwise destroy any backup or single digital or physical copy of the Content. Upon any expiration, termination, discontinuation, or cancellation of the license in these Terms of Service, the following Sections will survive: 8.1, 8.3 – 8.5 and any other terms which by their nature would be expected to survive.

   8.7 Other Limitations on the use of Player Digital Assets

   You agree that you may not bypass, obscure or remove any anti-circumvention devices/protections or copyright management information associated with your Player Digital Asset or Content, which might include limitations on downloads. Except as permitted in Section 8.2, you agree not to copy or modify your Player Digital Asset or the Content therein. You will not remove any watermark, or copyright management information such as the name of the artist, copyright owner, copyright notice, watermarks or other proprietary notices on or in your Player Digital Asset or the Content therein.

9. END USER LICENSE AGREEMENT (“EULA”)

   9.1 Grant of Limited License.

   Subject to these Terms of Service , STG hereby grants to the User a non-transferable, non-exclusive, limited, revocable right and license (“License”) to install, access and use one copy of our software and the rest of our Content, which includes our software, solely and exclusively for the User’s personal and non-commercial use for gameplay on our game platform (computer, console, mobile device, etc.). These Terms of Service shall also apply to any patches, updates or upgrades to our software. The User may not duplicate, copy, reproduce, reverse engineer, or otherwise, our software, or its underlying materials/code/intellectual property, to any other third party or location or server for the purposes of reproduction or otherwise. The User may not cause or permit the sale or other commercial distribution or commercial exploitation (e.g., by renting, licensing, sublicensing, leasing, disseminating, uploading, downloading, transmitting, whether on a pay-per-play basis or otherwise) of our Content (or any part thereof), without the express prior written consent of STG.

   The User understands that it has a license to use the Content, and therefore has no title or ownership in the Content, and in no way may any purchase on the Sites or through the Services or otherwise be construed as the sale of any rights in the Content by STG or its Affiliates. STG (including the applicable licensor(s)) retain all right, title, and interest to the Content, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sounds effects, musical works, and moral rights. The Content is protected by U.S. copyright and trademark law and applicable laws and treaties throughout the world. The Content may not be copied, reproduced, altered, modified, or distributed in any manner or medium, in whole or in part, without prior written consent from STG and the applicable licensor(s) in each instance.

   THE CONTENT IS LICENSED, NOT SOLD. BY OPENING, DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE CONTENT, AND ANY OTHER MATERIALS INCLUDED WITH THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS OF THE AGREEMENTS WITH STG AND ITS AFFILIATES. STG AND ITS AFFILIATES RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED TO THE USER.

   9.2 Conditions to License.

   The License is granted at STG’s determination and discretion and is subject to the User not doing any of the following:

   1. the User’s use of our Content is fraudulent, poses a security risk to any of our Sites or Services or any third-party, adversely impacts STG or any STG users, subject STG, its Affiliates, or any third-party to liability;

   2. the User is in breach of the any term of the Agreements;

   3. the User has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding;

   4. the User uses the Services from a country sanctioned by the United States (as set forth in Section 3);

   5. the User exploits or attempts to exploit the Content commercially without the prior consent of STG;

   6. the User sells, rents, leases, licenses, distributes or otherwise transfers the Content other than as expressly allowed by STG;

   7. the User removes, disables or circumvents any security protections, proprietary notices or labels constrained on or within any of STG’s software and all other Content; (viii) the User makes a copy of the Content except as otherwise provided in the Agreements;

   8. the User reverse engineers, decompiles, disassembles, displays, performs, prepares derivative works based on, or otherwise modifies the Content, in whole or in part, or;

   9. for any other reason that STG determines, at STG’s sole discretion.

   9.3 Miscellaneous.

   Other sections of the Terms of Service are incorporated herein by reference into this EULA, including but not limited to the following sections: Section 20, Section 21, Section 22, Section 25, Section 27 and Section 31. Additionally, the User may be subject to an additional EULA governing the use of NFLPA related content in connection with the Services (the “NFLPA EULA”). The NFLPA EULA will be a standalone document that will be directly linkable via a EULA button in the Game.

10. TERMINATION.

    STG (and its Affiliates) may suspend or terminate the User’s access and use of the Services immediately and without notice if for any other reason that STG determines, at STG’s sole discretion, the User is in breach of any provision of these Terms of Service.

11. EFFECT OF SUSPENSION OR TERMINATION.

    Should STG suspend or terminate the User’s right to access or use of the Services, at any time and for any reason, neither STG nor its affiliates shall have any liability or obligation to the User. The User will not be entitled to any refund or other damages.

12. REPRESENTATIONS AND WARRANTIES.

    Each party represents and warrants that: (i) it has full power and authority to enter into this licensing agreement; and (ii) it will comply with all laws and regulations applicable to its provision or use of the Services.

13. DISCLAIMER

    EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STG AND ITS AFFILIATES AND SERVICE PROVIDERS (INCLUDING BUT NOT LIMITED TO FORTE AND PTI), DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. STG AND ITS AFFILIATES ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION, FAILURE TO STORE, OR ANY LOSS OF ANY USER DATA DERIVED, MAINTAINED, OR TRANSMITTED THROUGH THE USE OF THE SERVICES. THE USER IS SOLELY RESPONSIBLE FOR SECURING ITS CUSTOMER DATA AND ASSETS. NEITHER STG NOR ITS AFFILIATES AND SERVICE PROVIDERS (INCLUDING BUT NOT LIMITED TO FORTE AND PTI) WARRANT THAT THE OPERATION OF THE SERVICES WILL BE: (1) ERROR-FREE, (2) UNINTERRUPTED, (3) THAT THE CONTENT WILL PROTECT AGAINST OR BE FREE OF ANY AND ALL POSSIBLE THREATS OR MALWARE OR THE LIKE, (4) OR THAT THE APPLICATION OR SERVICES OR CONTENT WILL CONTINUE TO BE AVAILABLE. STG AND ITS AFFILIATES ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES OR OPPORTUNITY COSTS RESULTING FROM NETWORK, PROTOCOL, OR THIRD-PARTY SOFTWARE ISSUES.

    YOU ACKNOWLEDGE AND AGREE THAT OTHER THAN THE LICENSES GRANTED IN SECTIONS 8 AND 9, WE DO NOT GRANT ANY RIGHTS OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY COPYRIGHTS, TRADEMARKS, UNDERLYING SOFTWARE, OR OTHER INTELLECTUAL PROPERTY RIGHTS, TO YOU IN CONNECTION WITH THE PLAYER DIGITAL ASSETS OR ANY CONTENT OF THE SERVICES. ALL RIGHTS NOT EXPRESSLY GRANTED IN THESE TERMS OF SERVICE ARE RESERVED TO US.

14. INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS.

    14.1 Compliance.

    When accessing and using the Services, you agree to obey the law and to respect the Intellectual Property of others. You agree that you shall be solely responsible for any violations of any relevant laws.

    14.2 Ownership.

    As between you and us, all Content on or incorporated in the Services is owned by us and/or our licensors and is subject to protection by patent, copyright, trademark, or other proprietary rights, including but not limited to rights of publicity. Your rights to any Player Digital Asset you purchase are exclusively defined and set forth in these Terms of Service. In addition, the entire Content of the Services is protected by copyright as a collective work under United States copyright laws, and we own the copyright in the selection, coordination, arrangement, and enhancement of such Content. You acknowledge and agree that we and our Affiliates have the complete unfettered right to determine the layout and design of any aspect of our Services.

    All trademarks, trade names, trade dress, logos, and service marks (collectively, the “Trademarks”) appearing in the Services are the property of their respective owners, including, in some instances, us and/or our partner companies. Except as expressly provided under the Agreements, nothing contained in the Services, by implication or otherwise, grants a license or right to use any of the Trademarks or copyrights owned by us or by any third party.

    14.3 Limitations.

    Except as expressly provided in the Agreements, you may not use, modify, create derivative works of, copy, redistribute, reproduce, publish, transmit, display, commercialize, or in any other way exploit any Content or material from the Services without express written consent from us and, if applicable, the respective copyright owner. You acknowledge and agree that you do not acquire any ownership rights by accessing or using the Services.

    14.4 Restrictions.

    You agree that we have the right, but not the obligation, to monitor, suspend, terminate, edit, disclose, refuse to post, or remove at any time, for any reason in our sole discretion, any material, Content, and/or activity anywhere in the Services. In the event you post or provide Content in violation of these Terms of Service or to which you do not have adequate rights, we may suspend or terminate your access to or use of the Services. Notwithstanding this right, we do not and cannot review all materials submitted to the Services. If notified, we will investigate an allegation that Content transmitted to us is in violation of these Terms of Service and determine whether to have the communication removed. However, we and our Affiliates, assume no responsibility or liability arising from or relating to any actions or Content transmitted by or between you or any third party within or outside of the Services, including, but not limited to, any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained therein.

    14.5 Notice of Copyright Infringement.

    If you believe that any Content of the Services infringes upon any copyright which you own or control, you may contact us at inquiry@superteamgames.com.

15. THIRD-PARTY CONTENT AND SERVICES.

    15.1 Links to Third Party Websites.

    We may provide links and pointers to websites, goods, and/or services maintained, owned, or controlled by others, including but not limited to social media platforms, third-party marketplaces, websites and/or applications that are not affiliated with us (“Third-Party Sites”), that may be located in different countries and that may be subject to different regulatory and other legal requirements. We are not responsible for the Content or services offered on such Third-Party Sites, including, but not limited to, any advertising, KYC processing, order processing and fulfillment, or payment terms related to such Third-Party Sites. Access to Third-Party Sites through the Services does not constitute an endorsement by us or any of our Affiliates of any such Third-Party Sites, or the Content or services offered by them. We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked websites or the information appearing thereon or any of the products or services described thereon. Links do not imply that STG or any Affiliate is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links, or that any linked website is authorized to use any trademark, trade name, logo, or copyright symbol of STG.

    15.2 Changes to Third-Party Sites.

    Changes to Third-Party Sites may create a risk that your access to and use of the Services will be adversely affected. We and our Affiliates have no responsibility or liability for independent policies or actions, errors or omissions of Third-Party Sites and are not responsible for the privacy practices of Third-Party Sites. Complaints, claims, concerns, or questions regarding Third-Party Sites should be directed to the applicable third party.

    15.3 Social Media Pages.

    STG maintains a presence on social media websites, including, but not limited to Discord, Facebook, YouTube, LinkedIn, Instagram, and Twitter (collectively, “Social Media Pages”), to provide a place for the public to learn more about STG and to share comments. All comments, visuals and other materials posted by visitors to our Social Media Pages do not necessarily reflect the opinions or ideas of STG or our Affiliates. All visitors to our Social Media Pages must comply with the respective social media website’s Terms of Service. If we provide links to social media platforms, and if you choose to visit any such social media platforms through our links, please note that the personal information you post, transmit, or otherwise make available on or through such social media platforms may be viewed by the general public. We do not control any Content or information made available on such social media platforms and we are not responsible for any third-party use of any such Content or information, including, without limitation, personally identifiable information, that you have posted, transmitted, or otherwise made available on such social media platforms. We review some but not all postings to our Social Media Pages, and may remove postings that we determine are inappropriate or offensive.

    YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH WEBSITES AND RESOURCES.

16. INTERACTIVE FORUMS.

    We may host message boards, chat rooms, blogs, and other interactive forums or services (each, a “Forum”) on the Sites. Forums are intended to serve as discussion centers. Any User failing to comply with the Agreements may be expelled from and refused continued access to Forums in the future. You acknowledge and agree that Forums are public spaces and that your participation in such Forums creates no expectation of privacy. Further, you acknowledge that any personal information you communicate in Forums may be seen and used by others. We are not responsible for information that you or others choose to communicate in Forums, or for your actions or the actions of other users. STG or its designated agents may remove or alter any information or Content posted or otherwise disclosed in any Forum at any time for any reason. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE IN A FORUM OR OTHERWISE ON OR THROUGH THE SITES, YOU DO SO AT YOUR OWN RISK.

17. UPDATES.

    17.1 Updates to The Services.

    We will not be liable if, for any reason, all or part of the Services is unavailable. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, or any part thereof, with or without notice. We undertake no obligation to update, amend, or clarify information on the Services, except as required by law or otherwise set forth under the Agreements. No specified update or refresh date applied to the Services should be taken to indicate that all information on the Services has been modified or updated. Please remember when reviewing information on the Services that such information may not represent the complete information available on a subject. In addition, subsequent events or changes in circumstances may cause existing information on the Services to become inaccurate or incomplete. On occasion, information on the Services may contain errors. We reserve the right to, at any time without prior notice, correct any errors, inaccuracies, or omissions, and to change or update information.

    17.2 Updates to This Agreement.

    We may revise or otherwise change or update these Terms of Service. We will post a notification on each Site in the event of any material changes any of the Agreements. Unless otherwise indicated, such changes will become effective immediately after they are posted, whether in the form of modifications, additions, or deletions. Please check the “Last Updated” legend at the top of this page to see when these Terms of Service were last revised. A current version of these Terms of Service showing the effective date is always available at this location. We encourage you to periodically review these Terms of Service to see if there have been any changes that may affect you. If you do not agree to the Terms of Service as modified, then you must discontinue your use of the Services. Your continued use of the Services will signify your continued agreement to these Terms of Service as it may be revised from time to time.

18. GIVEAWAYS, PROMOTIONS, CONTESTS AND SWEEPSTAKES

    From time to time, STG may offer bonus virtual items in the experience upon the occurrence of certain events, such as a holiday. Such giveaways may be limited in time or require Users to take an action such as engaging with the app on a specified date to receive the bonus. Receipt of such bonuses is limited to valid and eligible accounts and any other limitations stated at the time of the announcement and contingent on taking any such action or redeeming the bonus in the manner and time period specified. In addition, the client may offer other promotions, sweepstakes or contests with the opportunity to win a prize. The official rules applicable to any such promotion, sweepstakes or contest will be announced at the time of offer and all obligations must be met to be entered for the opportunity to be selected to receive an announced prize. The decision to offer any giveaway, promotion, contest or sweepstakes is solely in the discretion of STG (and its Affiliates) and all decisions regarding the conduct of any giveaway, promotion, contest or sweepstakes will be final. By participating in any giveaway, promotion, contest or sweepstakes, you agree to the provisions of this paragraph and any official rules announced.

19. MARKETPLACE.

    The marketplace is an STG platform where users can buy and sell Player NFTs and non-players items directly with other Users (the “Marketplace”). The Marketplace and Player NFTs are not available to Users of the Game purchased through Microsoft.

20. DISCLAIMER OF WARRANTIES.

    STG DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED AND YOU AGREE THAT FROM TIME TO TIME STG OR ITS AFFILIATES (INCLUDING BUT LIMITED TO FORTE AND PTI) MAY SUSPEND ANY PART OF THE SERVICES FOR INDEFINITE PERIODS OF TIME FOR TECHNICAL MAINTENANCE, UPGRADES, COMPLIANCE, LEGAL OR OTHER REASONS.

    TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND THE SERVICE PROVIDERS’ PLATFORMS AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ACCORDINGLY, WE AND THE SERVICE PROVIDERS DISCLAIM ALL WARRANTIES THERETO, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS AND FITNESS FOR PARTICULAR PURPOSE. YOU AGREE THAT YOU USE THE SERVICES AND ANY CONTENT THEREON AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL INFORMATION YOU PROVIDE TO US, THE SITES, SERVICES AND THE SERVICE PROVIDERS’ PLATFORMS (INCLUDING, WITHOUT LIMITATION, ANY USER CONTENT YOU CREATE OR SHARE, OR BOTH). THE SERVICES AND THE SERVICE PROVIDERS’ PLATFORMS MAY EXPERIENCE SOPHISTICATED CYBER-ATTACKS (INCLUDING HACKS), UNEXPECTED SURGES IN ACTIVITY, OR OTHER OPERATIONAL OR TECHNICAL DIFFICULTIES THAT MAY CAUSE INTERRUPTIONS OR DELAYS. YOU AGREE TO ACCEPT THE RISK OF FAILURES RESULTING FROM THE FOREGOING. YOU AGREE NOT TO HOLD US OR THE SERVICE PROVIDERS ACCOUNTABLE FOR ANY RELATED LOSSES (INCLUDING ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY VIRUSES) THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT.

    STG AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, RELIABILITY OF, OR OTHERWISE RESPECTING THE SERVICES OR CONTENT AVAILABLE ON THE SITES OR ANY OTHER WEBSITE LINKED TO OR FROM THE SITES. DOWNLOADING OR OTHERWISE OBTAINING ANY SERVICES OR CONTENT THROUGH THE SITES IS DONE AT YOUR OWN RISK. THE CONTENT OF THE SERVICES IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, STG AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

    SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSIONS AND DISCLAIMERS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE PROVISIONS OF THIS SECTION MAY NOT APPLY TO YOU.

21. LIMITATION OF LIABILITY.

    TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL WE AND/OR OUR AFFILIATES AND THEIR SUCCESSORS, ASSIGNS, AFFILIATES, LICENSORS, SERVICE PROVIDERS (INCLUDING BUT NOT LIMITED TO FORTE AND PTI), CONTENT PROVIDERS, MEMBERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, OR MANAGERS BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE REASONABLY FORESEEABLE), RESULTING FROM (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) ANY ACT OR OMISSION BY YOU THAT IS BASED (IN WHOLE OR IN PART) ON ANY INFORMATION, STATEMENT OR CONTENT THAT IS PROVIDED OR OTHERWISE MADE AVAILABLE TO YOU BY OR THROUGH THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR OTHER DATA; OR (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES. IN NO EVENT SHALL THE COLLECTIVE LIABILITY OF US AND OUR SUCCESSORS, ASSIGNS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, MEMBERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, SERVICE PROVIDERS (INCLUDING BUT NOT LIMITED TO FORTE AND PTI) AND MANAGERS TO YOU, FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED, IN THE AGGREGATE, ONE HUNDRED U.S. DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND/OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN CERTAIN JURISDICTIONS, SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU; IF NOT, ALL OTHER PROVISIONS OF THESE TERMS OF SERVICE REMAIN IN FULL FORCE AND EFFECT.

    YOU UNDERSTAND AND AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.

22. INDEMNIFICATION.

    You agree to indemnify, defend, and hold harmless us, our Affiliates, our subsidiaries, and each of our and their respective shareholders, members, managers, directors, officers, employees, personnel, agents, Service Providers (including but not limited to Forte and PTI) successors and assigns from and against any and all third-party claims, allegations, demands, actions, causes of action, lawsuits, investigations and proceedings (including any and all liability, damages, interest, costs, expenses (including attorneys’ fees), judgments, settlements, fines, penalties and losses of any kind or nature whatsoever that directly or indirectly result from any of the foregoing or arise out of or in connection with: (i) your violation or breach of any of the terms in the Agreements (including, without limitation, any violation or breach of the Privacy Policy and Cookie Policy); (ii) your use of the Services; (iii) your dispute with another User; (iv) your violation of any rights of any third party, including any Third-Party IP; (v) your violation or anticipatory violation of any applicable law rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities; (vi) any misrepresentation made by you; (vii) unsolicited information you provide to STG through the Services (all the foregoing, “Claims and Losses”). We and our Affiliates reserve the right to assume the exclusive defense and control of any Claims and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses and you will not settle any Claims and Losses without, in each instance, the prior written consent of one of our authorized officers.

23. FORCE MAJEURE.

    We will not be liable or responsible to you, nor be deemed to have defaulted or breached the Agreements, for any failure or delay in our performance under the Agreements when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, inability to obtain or delay in obtaining adequate or suitable supplies, breakdown of materials or telecommunications, or power outage.

24. CONSENT TO COMMUNICATION.

    If you provide us with a telephone number, address, or email address, you expressly agree that we, or our authorized agents, can use that telephone number, address, or email address to contact you. When you use the Services or send emails to STG, you are communicating with STG electronically. You consent to receive electronically any communications related to your use of the Services. We may communicate with you by email or by posting notices on the Sites. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from STG intended for receipt by a User shall be deemed delivered and effective when sent to the email address you provide on the Sites.

25. GOVERNING LAW.

    The Agreements and your use of the Services, shall be governed by and construed for both substantive and procedural purposes in accordance with the laws of the State of California, U.S.A., without giving effect to any principles of any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the laws of any jurisdiction other than those of the State of California to apply.

26. INTERNATIONAL USERS.

    The Sites are controlled, operated, and administered by STG (or its Affiliates) from its offices within the United States of America and is not intended to subject STG or its Affiliates to the laws or jurisdiction of any state, country, or territory other than that of the United States. STG AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT THE SERVICES, OR ANY PART THEREOF IS APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES. Those Users outside the U.S. who choose to access the Services do so on their own initiative and at their own risk, and are responsible for complying with all statutes, orders, regulations, rules, and other laws of applicable jurisdictions.

27. DISPUTE RESOLUTION.

    27.1 Timing of Claims.

    Any cause of action or claim you may have with respect to the Services must be commenced within one (1) year after the claim or cause of action arises.

    27.2 Arbitration and Venue.

    Any dispute relating in any way to your use of the Services shall be submitted to confidential arbitration in the state of California, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court, and you consent to jurisdiction and venue in such courts. Arbitration under the Agreements shall be conducted under the rules then prevailing of the American Arbitration Association in accordance with its Commercial Arbitration Rules and before a single arbitrator.

    Ultimately, the selected arbitrator must have expertise in the subject matter of the dispute. The expenses of the arbitration charged by the arbitrator shall be borne by the non-prevailing party or otherwise as appropriately allocated between the parties to the arbitration by the arbitrator in his or her discretion. However, in every other regard, except as otherwise set forth in the Agreements, each party shall pay for and bear its own costs and legal fees, costs, and expenses. The arbitration shall be completed within one hundred twenty (120) days of either giving notice or filing a demand to arbitrate with the American Arbitration Association (whichever shall first occur).

    27.3 Final Arbitration.

    The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. The testimony, evidence, ruling, and all documentation regarding any arbitration shall be considered confidential information. Neither party may use, disclose, or divulge any such information unless otherwise required by law.

    27.4 Class Action Waiver.

    To the fullest extent permitted by applicable law, no arbitration under the Agreements shall be joined to an arbitration involving any other party subject to the Agreements, whether through class arbitration proceedings or otherwise. You agree to an arbitration on an individual basis. IN ANY DISPUTE, NEITHER YOU NOR WE (INCLUDING OUR AFFILIATES) WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER USERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one (1) person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

28. SEVERABILITY.

    If any provision of the Agreements shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Agreements and shall not affect the validity and enforceability of any remaining provisions.

29. ASSIGNMENT.

    We and our Affiliates may assign our rights and duties under the Agreements to any party at any time without notice to you and without your express consent. You may not assign any of your rights or delegate any of your obligations under the Agreements without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under the Agreements.

30. NO THIRD-PARTY BENEFICIARIES.

    There shall be no third-party beneficiaries to the Agreements.

31. MISCELLANEOUS.

    The division of the Agreements into sections and the headings of the various sections in the Agreements are for convenience of reference only and shall not affect the construction or interpretation of the Agreements. You acknowledge and agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to the Agreements. Our failure to insist upon or enforce strict performance of any provision of the Agreements shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of the Agreements.

    These Terms of Service, together with our Privacy Policy, Cookie Policy and all other documents incorporated herein by reference, constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede any agreements previously existing between the parties with respect to such subject matter.

    Any provision of the Agreements that contemplates performance subsequent to any expiration or termination of the Agreements, or which is otherwise necessary to interpret the respective rights and obligations of the parties hereunder, shall survive any expiration or termination of the Agreements and continue in full force and effect.

    For purposes of the Agreements, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “including, but not limited to”.

32. NOTICE FOR CALIFORNIA USERS.

    Under California Civil Code Section 1789.3, California Users of the Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N. 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

33. ACCESSIBILITY.

    We are committed to helping those with disabilities access the Services. We strive to meet applicable accessibility standards for all our guests – including those with sight, hearing, and other disabilities. If you have difficulty using or accessing any element of the Services or if you have any feedback regarding accessibility of the Services, please feel free to contact us at inquiry@superteamgames.com.

34. HEALTH & SAFETY NOTICE.

    WARNING - Repetitive Motion Injuries and Eyestrain

    Playing video games can make your muscles, joints, skin or eyes hurt. Follow these instructions to avoid problems such as tendinitis, carpal tunnel syndrome, skin irritation or eyestrain:

    Avoid excessive play. Parents should monitor their children for appropriate play.

    Take a 10 to 15 minute break every hour, even if you don’t think you need it.

    If your hands, wrists, arms or eyes become tired or sore while playing, or if you feel symptoms such as tingling, numbness, burning or stiffness, stop and rest for several hours before playing again.

    If you continue to have any of the above symptoms or other discomfort during or after play, stop playing and see a doctor.

35. FEEDBACK.

    Any feedback you provide to us relating to the Services shall be deemed to be non-confidential (the “Feedback”). We may use the Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in our sole discretion.

36. QUESTIONS.

    All communications and notices made or given pursuant to the Terms of Service or otherwise, must be in English. If we provide a translation of the English language version of the Terms of Service, the English version will control any conflict. If you have any questions or comments regarding these Terms of Service, our Privacy Policy or Cookie Policy, the Game, the Sites, or the Services, please feel free to contact us by e-mail at inquiry@superteamgames.com.