TERMS OF USE AGREEMENT

Last Updated Date: April 11, 2024

Welcome and thank you for your interest in My Technology, Inc. (“MyPrize”, “we”, “us” or “our”). This Terms of Use Agreement (“Terms of Use”, and together with any applicable Supplemental Terms (as defined in Section 1.2 (Supplemental Terms)), collectively, the “Agreement”) describes the terms and conditions that apply to your use of (i) the website located at www.myprize.us, its subdomains, and any of MyPrize’s other websites on which a link to these Terms of Use appears (collectively, the “Website”), and (ii) the products, services, content, and other resources available on or enabled via our Website (collectively, with our Website, the “Service”).

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE OR DOWNLOADING THE APPLICATION, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MYPRIZE, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; (4) YOU HAVE THE LEGAL AUTHORITY AND CAPACITY TO ENTER INTO THIS AGREEMENT PERSONALLY; (5) YOU ARE USING THE PLATFORM FREELY, VOLUNTARILY, WILLINGLY, AND FOR YOUR OWN PERSONAL ENJOYMENT, AND (6) YOU WILL ONLY PROVIDE ACCURATE AND COMPLETE INFORMATION TO US AND PROMPTLY UPDATE THIS INFORMATION AS NECESSARY TO MAINTAIN ITS ACCURACY AND COMPLETENESS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.

The Services are offered from MyPrize’s headquarters in the United States of America. MyPrize does not intend to make the Services available in every jurisdiction and, notwithstanding any technical ability to access the Website or Services from your jurisdiction, MyPrize explicitly does not represent that the Services are appropriate for use in all jurisdictions. You are solely responsible for ensuring that your access to and use of the Services is permitted under applicable law, rule, and regulation.

SECTION 14 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND MYPRIZE. AMONG OTHER THINGS, SECTION 14 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 14 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER REQUIRING YOU TO PURSUE PAST, PENDING, AND FUTURE DISPUTES BETWEEN YOU AND US THROUGH INDIVIDUAL ARBITRATION UNLESS YOU OPT OUT WITHIN THE SPECIFIED TIME FRAME. PLEASE READ SECTION 14 (ARBITRATION AGREEMENT) CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 14) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 14.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

You must read these Terms carefully in their entirety before checking the box for acceptance. By checking the box for acceptance during the registration process, or by accessing the Platform, you confirm that you have read and agree to be bound by these Terms and Conditions, which include and are inseparably linked to our Privacy Policy, our Official Rules, and other Game-specific or promotion-specific terms relevant to your use of any feature of the Platform. If you do not agree with any provision of these Terms or any other linked policy, rules, or terms you may not access or use the Platform or play any Game.

THE GAMES AND PLATFORM DO NOT OFFER REAL MONEY GAMBLING IN THE UNITED STATES, AND NO ACTUAL MONEY IS REQUIRED TO PLAY IN THE UNITED STATES,

ONLY PLAYERS IN THE UNITED STATES THAT DO NOT RESIDE IN AN EXCLUDED TERRITORY ARE ELIGIBLE TO ENTER THE SWEEPSTAKES. PLEASE REFER TO THE SWEEPSTAKES RULES TO CHECK YOUR ELIGIBILITY.

YOU CAN REQUEST REDEMPTION OF ANY PRIZES BY SELECTING THE "REDEEM" BUTTON ON THE PLATFORM, WHERE PLAYERS REDEEM PRIZES AND SUCH PRIZES WILL BE CONVEYED TO THE MEDIUM FROM WHICH YOU EXCHANGED VALUE FOR GOLD COINS, AND IF THIS IS NOT TECHNICALLY POSSIBLE, THEN THROUGH MUTUALLY ACCEPTABLE MEANS SELECTED BY YOU AND PERMITTED UNDER THE TERMS OF THIS AGREEMENT.

MyPrize does not provide gambling services in the United States. MyPrize does not take or place illegal bets. MyPrize does not recommend or encourage illegal gambling. MyPrize offers entertaining online social casino-style games and related promotions, which do not trigger the prohibitions imposed by state and federal gambling laws in those states where MyPrize operates. Gambling, whether in person or online, is not legal in all areas. If you seek information regarding any illegal activity, you must leave the Platform immediately and shall not attempt to use the Platform. You agree not to use the Platform if doing so would violate the laws of your state, province, or country. Please consult with your local authorities or legal advisors before participating in online gaming of any kind. It is your sole and absolute responsibility to comply with all applicable laws, and you assume all risk in using the Platform. Nothing published on the Platform or by MyPrize shall be construed as legal advice on any issue. You assume all risk and responsibility for your use of the Platform. We bear no responsibility for your use of the Platform in connection with illegal gambling activities, and we do not condone illegal gambling. You understand and agree that the Platform is for entertainment purposes only. We make no guarantee that the Platform is legal in your jurisdiction.

THE AGREEMENT IS SUBJECT TO CHANGE BY MYPRIZE IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 16.6 (AGREEMENT UPDATES). WE RESERVE THE RIGHT TO REVISE THESE TERMS AT ANY TIME. YOU AGREE THAT WE HAVE THIS UNILATERAL RIGHT, AND THAT ALL MODIFICATIONS OR CHANGES ARE IN FORCE AND ENFORCEABLE IMMEDIATELY UPON POSTING. AN UPDATED OR REVISED VERSION OF THESE TERMS IMMEDIATELY AND RETROACTIVELY SUPERSEDES ANY PRIOR VERSIONS IMMEDIATELY UPON POSTING, AND THE PRIOR VERSION IS OF NO CONTINUING LEGAL EFFECT UNLESS THE REVISED VERSION SPECIFICALLY REFERS TO THE PRIOR VERSION AND KEEPS THE PRIOR VERSION OR PORTIONS THEREOF IN EFFECT. WE AGREE THAT IF WE CHANGE ANYTHING IN THESE TERMS, WE WILL CHANGE THE “LAST UPDATED” DATE AT THE TOP OF THESE TERMS. YOU AGREE TO RE-VISIT THIS PAGE ON A FREQUENT BASIS, AND TO USE THE “REFRESH” BUTTON ON YOUR BROWSER WHEN DOING SO. YOU AGREE TO NOTE THE DATE ABOVE. IF THE “LAST UPDATED” DATE REMAINS UNCHANGED FROM THE LAST TIME YOU REVIEWED THESE TERMS, THEN YOU MAY PRESUME THAT NOTHING IN THESE TERMS HAS CHANGED SINCE THE LAST TIME YOU VISITED. IF THE “LAST UPDATED” DATE HAS CHANGED, THEN YOU MUST REVIEW THE UPDATED TERMS IN THEIR ENTIRETY. YOU MUST AGREE TO ANY UPDATED TERMS OR IMMEDIATELY CEASE USE OF THE PLATFORM. IF YOU FAIL TO REVIEW THESE TERMS AS REQUIRED TO DETERMINE IF ANY CHANGES HAVE BEEN MADE, YOU ASSUME ALL RESPONSIBILITY FOR SUCH OMISSION, AND YOU AGREE THAT SUCH FAILURE AMOUNTS TO YOUR AFFIRMATIVE WAIVER OF YOUR RIGHT TO REVIEW THE UPDATED TERMS. WE ARE NOT RESPONSIBLE FOR YOUR NEGLECT OF YOUR LEGAL RIGHTS.

You should print a copy of these terms or save them to your computer for future reference.

USE OF THE SERVICE. The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and MyPrize, your right to access and use the Service, in whole or in part, is subject to this Agreement.

Definitions. The below terms are accorded their following definitions:

“Channel(s)” means any website, web page, blog, forum, third-party social media accounts, and any other media outlet or online account owned or operated by you that is ordinarily used to advertise online services.

“Channel Information” means all content, materials, and other information on your Channels.

“Code of Conduct” means the provisions of Section 7 which govern your participation in the Referral Program.

“Collective Arbitration” means any claim as part of a class, group, collective, coordinated, consolidated, mass, or representative proceeding.

“Content” means text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, trade dress, sounds, music, artwork, computer code, and other material used, displayed, or available as part of the Platform. Content includes Gold Coins and Sweepstakes Coins.

“Customer Account(s)” means an account held by a Registered Customer who has verified their associated email address.

“Dispute(s)” means any and all past, present, and future disputes, claims, or causes of action arising out of or relating to these Terms, the Platform, or any other dispute between you and MyPrize or any of MyPrize’s affiliates, licensors, distributors, suppliers, or agents.

“Excluded Territory” means the States of Michigan, Montana, and Nevada, as well as any U.S. territory or possession, and any other jurisdiction outside of the United States.

“Game(s)” means any of the games available on the Platform in either Standard Play or Promotional Play. We reserve the right to add and remove games from the Platform at our sole discretion.

“Gold Coin(s)” means the virtual tokens which enable you to play the Games in Standard Play for social and entertainment purposes only. We may give you Gold Coins free of charge when you sign up to a Platform and thereafter at regular intervals when you log into a Platform. Gold Coins have no monetary value and cannot under any circumstance be redeemed for Prizes.

“Inactive Account(s)” means a Customer Account which has not recorded any log in or log out for a period exceeding 60 days.

“Mark(s)” means the MyPrize mark and any of our other trademarks, service marks, logos, trade names, business names, or other source identifiers.

“Minor(s)” means any person under the relevant age of majority in the relevant jurisdiction; in the United States, a Minor is generally anyone under the age of eighteen (18) years.

“Official Rules” means the OFFICIAL RULES available on the Platform.

“Payment Medium” means any card, online wallet, financial/bank account or other payment medium used to purchase Gold Coins.

“Platform” means the social casino, sweepstakes, and related services provided through any URL belonging to or licensed to MyPrize, including the website located at https://www.myprize.com and all subdomains, subpages, mobile versions, and successor sites thereof, including all Games, Content, features, tools, and services available thereon, whether in whole or any part thereof.

“Player” or “you”, “your”, “yours,” etc. means any user, whether or not a Registered Customer.

“Prize(s)” means Sweepstakes Coins won when playing the Games in Promotional Play, and the value that may be redeemed in exchange for those Sweepstakes Coins, in accordance with the this Agreement and the Official Rules.

“Prohibited Conduct” means any of the conduct described in Section 5.

“Promotional Play” means participation in our sweepstakes promotions by playing any Games with Sweepstakes Coins for a chance to win Prizes.

“Referral” means a new user that subscribes to the Platform and establishes a valid Customer Account using your Referral Link.

“Referral Link” means your personalized referral link.

“Referral Program” means the referral program by which you may be rewarded for referring new users to the Platform, as described in Section 7 below.

“Registered Customer” means a Player who has successfully registered a Customer Account, whether that Customer Account is considered active or not.

“Standard Play” means playing in any Game on the Platform with Gold Coins for social and entertainment purposes only. You may win more Gold Coins when you play the Games in Standard Play. You cannot win Prizes when you play the Games in Standard Play.

“Sweepstakes Coins” means free entries to our sweepstakes promotion. Use of the Sweepstakes Coins is subject to the Official Rules. We may give you Sweepstakes Coins free of charge when you sign up to a Platform, as a bonus when you purchase Gold Coins or via each of our free alternative methods of entry as set out in the Official Rules. You may use the Sweepstakes Coins in Promotional Play to win Prizes. YOU CANNOT PURCHASE SWEEPSTAKES COINS.

“Terms” means these Terms and Conditions, as amended from time to time. “Third Party Website” means a third-party website not controlled by us.

“The Service” means the online platform called MyPrize, which, among other features, enables users to play online games and interact with each other in such games. Such platform and features constitute part of the Service.

“USD” means United States Dollar.

Supplemental Terms. Your use of, and participation in, certain features and functionality of the Service, including the Creator Program, may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

Updates. You understand that the Service is evolving. You acknowledge and agree that MyPrize may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement.

REGISTRATION.

Registering Your Account. In order to access certain features of the Service, you may be required to register an account on the Service (“Account”) or have a valid account on a third-party service through which you can connect to the Service, as permitted by the Service (each such account, a “Third-Party Account”). All users may register for a single Customer Account on the Platform, provided you meet the requirements set forth herein and otherwise abide by these terms. Acceptance of registration is subject to our sole discretion. While we may require you to provide additional information as necessary to verify the accuracy of your identity and the information you provide to us, you understand and agree that we do not sponsor or endorse any user, and if you register more than one Customer Accounts, we may temporarily suspend or permanently terminate any or all of your customer accounts.

Access Through an Third-Party Account. The Service may allow you to link your Account with a Third-Party Account by allowing MyPrize to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to MyPrize and/or grant MyPrize access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating MyPrize to pay any fees or making MyPrize subject to any usage limitations imposed by such third-party service providers. By granting MyPrize access to any Third-Party Account, you understand that MyPrize may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and stored in your Third-Party Account (“Third-Party Content”) so that it is available on and through the Service. Unless otherwise specified in this Agreement, all Third-Party Content is considered to be Your Content (as defined in Section 3.1 (Types of Content)) for all purposes of this Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service. If a Third-Party Account or associated service becomes unavailable, or MyPrize’s access to such Third-Party Account is terminated by the third-party service provider, then Third-Party Content will no longer be available on and through the Service. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Service. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND MYPRIZE DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. MyPrize makes no effort to review any Third-Party Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and MyPrize is not responsible for any Third-Party Content.

Registration Data. In registering an account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of MyPrize. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to notify MyPrize immediately of any unauthorized use of your password or any other breach of security. You will not use, attempt to access, or ask for the login credentials for any third party’s Customer Account at any time. We will not be liable for any loss that you may incur as a result of any third party that uses your password or otherwise accesses your Customer Account, either with or without your knowledge. You will be liable for losses incurred by us or any third party due to release of your login credentials to unauthorized persons. If you provide any information that is untrue, inaccurate, incomplete or not current, or MyPrize has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, MyPrize has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or misleading, inaccurate, incomplete, not current, or otherwise incorrect information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. If you register more than one Customer Account, we may temporarily suspend or permanently terminate any or all of your Customer Accounts. MyPrize reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Service if you have been previously removed by MyPrize, or if you have been previously banned from any of the Service.

2.5. Account Sharing. You will not use, attempt to access, or ask for the login credentials for any third party’s Customer Account at any time. You will not allow any third party to access or use your Customer Account at any time, nor provide any third party with your login credentials. We will not be liable for any loss that you may incur as a result of any third party that uses your password or otherwise accesses your Customer Account, either with or without your knowledge. You will be liable for losses incurred by us or any third party due to release of your login credentials to unauthorized persons.

RESPONSIBILITY FOR CONTENT.

Types of Content. You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not MyPrize, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available (“Make Available”) through the Service, including the Third-Party Content (“Your Content”), and that other users of the Service, and not MyPrize, are similarly responsible for all Content that they Make Available through the Service (“User Content”).

Storage. Unless expressly agreed to by MyPrize in writing elsewhere, MyPrize has no obligation to store any of Your Content. MyPrize has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features and functionality of the Service may enable you to specify the level at which the Service restricts access to Your Content. In such cases, you are solely responsible for applying the appropriate level of access to Your Content. If you do not choose a level of access, the system may default to its most permissive setting. You agree that MyPrize retains the right to create reasonable limits on MyPrize’s use and storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by MyPrize in its sole discretion.

OWNERSHIP.

The Service. Except with respect to Your Content, you agree that MyPrize and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and MyPrize software). We grant all users a limited, nonexclusive, revocable, and nontransferable personal license to access and use only the Content provided on the areas of the Service that we deliberately make available to Users. This free license does not include a license to access or use paid areas of the Platform, or Content available therein. We also grant you a limited, nonexclusive, revocable, and nontransferable personal license to access the Platform, play the Games, and access the Content, as limited by your additional purchase of certain paid features and upgrades and your participation in qualifying activities as described in the Official Rules. We reserve the right to limit the Content viewed or Games available to you. Your license to access the Platform, play the Games, and access the Content is not a transfer of title. You will not copy or redistribute any Content, and you will prevent others from unauthorized access, use of, or copying of Content. We reserve the right to limit the Content viewed or Games available to you. Your license to access the Platform, play the Games, and access the Content is not a transfer of title. You will not copy or redistribute any Content, and you will prevent others from unauthorized access, use of, or copying of Content.

You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any the Service. You understand that all MyPrize is offering you is access to the Platform to play the Games as we provide them from time to time. You need to provide your own access to the Internet, hardware, and software, and you are solely responsible for any fees that you incur to access the Platform. All users may access certain public areas of the Platform, play the Games, and access the Content, free of charge.

Trademarks. MyPrize, My Technology and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of MyPrize and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

Your Content. MyPrize does not claim ownership of Your Content. However, when you Make Available any Content on or to the Service, you represent that you own and/or have sufficient rights to Your Content to grant the license set forth in Section 4.5 (License to Your Content).

License to Your Content. Subject to any applicable Account settings that you select, you grant MyPrize a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating and providing the Service to you and to our other users. Please remember that other users may be able to search for, see, use, modify and/or reproduce any of Your Content that you submit to any area of the Service that is accessible by other users.

Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Service, you hereby expressly permit MyPrize to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to MyPrize through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that MyPrize has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to MyPrize a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or MyPrize’s business.

USER CONDUCT AND CERTAIN RESTRICTIONS. As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. If you are aware of any user engaging in activities that violate these Terms, please email us at support@myprize.com with as much detail as possible, including a description of the objectionable activities, the email, or User ID of the individual engaging in suspicious activities, the date and time of identification, the reason we should investigate the activities and a statement certifying the accuracy of the information provided to us. You shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (iii) use any metatags or other “hidden text” using MyPrize’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (vii) impersonate any person or entity, including any employee or representative of MyPrize; (viii) interfere with or attempts to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service; or (ix) take any action or Make Available any Content on or through the Service that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (B) constitutes unauthorized or unsolicited advertising, junk or bulk email; or (C) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without MyPrize’s prior written consent. Furthermore, Your Content may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by MyPrize in its sole discretion. You may not post or Make Available a photograph or video of another person without that person’s permission. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by MyPrize pursuant to this Agreement.

5.1 Prohibited Conduct. Without our express prior written authorization, you will not:

(a) use the Platform for any purpose other than as offered by us, including using the Platform in any way that is prohibited by these Terms or that is violative of any applicable law, regulation, or treaty of any applicable governmental body, including: (i) laws prohibiting illegal gambling; (ii) intellectual property right laws protecting patents, copyrights, trademarks, trade secrets, and any other intellectual property right, including making, obtaining, distributing, or otherwise accessing illegal copies of copyrighted, trademarked, or patented materials, deleting intellectual property right indications and notices; (iii) laws against obscene, lewd, defamatory, or libelous speech; (iv) laws protecting confidentiality, privacy rights, publicity rights, or data protection, and (v) laws pertaining to illegal money transfers and money laundering.

(b) fail to comply with orders, judgments, or mandates from courts of competent jurisdiction.

(c) link to the Platform on any Third Party Website in any way that is illegal, unfair, or damages or takes advantage of our reputation, including any link which establishes or suggests a form of association, approval, or endorsement by us where none exists.

(d) impersonate another individual or entity, whether actual or fictitious; falsely claim an affiliation with any individual or entity; access the Customer Accounts of others without permission; misrepresent the source, identity, or materials of the Content; collect the personal information of other Players or third parties; or perform any other similar fraudulent activity, or engage in Prohibited Conduct.

(e) engage in manipulation of the Platform, including utilizing bots or other fraudulent means to

(i) manipulate the Platform, whether for the purpose of cheating, collusion, or otherwise, or (ii) artificially drive traffic to or inauthentically generate engagements with your Customer Account, including your Link and hyperlinks to Third Party Websites.

(f) circumvent, disable, damage, or otherwise interfere with the operations of the Platform, any user’s enjoyment of the Platform, or our security-related features or features that prevent, limit, or restrict the use or copying of the Platform that enforce limitations on the use of the Platform or the Content, by any means, including hacking, mining, phishing, posting, linking to, uploading, or otherwise disseminating viruses, adware, spyware, malware, logic bombs, Trojan horses, worms, harmful components, corrupted data, or other malicious code, file, or program designed to interrupt, destroy, limit, or monitor the functionality of any computer software or hardware or any telecommunications equipment.

(g) modify, reverse engineer, reverse-assemble, decompile, disassemble, or otherwise discover the source code of the Platform, except and only if that activity is expressly permitted by applicable law despite this limitation.

(h) access or use any automated process (such as a robot, spider, scraper, or similar) to access the Platform in violation of our robot exclusion headers or to scrape all or a substantial part of the Content (other than in connection with bona fide search engine indexing or as we may otherwise expressly permit).

(i) modify, adapt, translate, or create derivative works based on the Platform, or any part of them, except and only if applicable law expressly permits that activity despite this limitation.

(j) commercially exploit or make available the Platform to third parties including any action to frame or mirror the Platform.

(k) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive demands on it.

(l) attempt to do any of the acts described in this Section 5 or assist or permit any person in engaging in any of the acts described in this Section 5.

Engaging in any Prohibited Conduct will be considered a breach of these Terms, and may result in immediate suspension, or termination of your Customer Account and access to the Platform, without notice, in our sole discretion. We may pursue any legal remedies or other appropriate actions against you if you engage in any Prohibited Conduct, including civil, criminal, or injunctive relief, and forfeiture of Prizes. Any unauthorized use of the Platform violates these Terms and certain international, foreign, and domestic laws.

INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT. MyPrize may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including Your Content and User Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.

Without limiting the foregoing, MyPrize reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for MyPrize; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if MyPrize otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, MyPrize, may, at its sole discretion immediately terminate your license to use the Service, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

If MyPrize believes that criminal activity has occurred, MyPrize reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content, in MyPrize’s possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of MyPrize, its users or the public, and all enforcement or other government officials, (v) and subject you to criminal and civil liability as MyPrize in its sole discretion believes to be necessary or appropriate. We will fully cooperate with law enforcement authorities or orders from courts of competent jurisdiction, requesting or directing us to disclose the identity or location of any user in breach of these Terms, in accordance with our Privacy Policy, law enforcement policies, and applicable laws and regulations. If your activity results in MyPrize receiving a subpoena, discovery request, production order, search warrant, or court order that causes MyPrize to incur expenses, court costs, or legal fees for compliance, you agree to reimburse us for any such expenses, costs or legal fees upon our request.

INTERACTIONS WITH OTHER USERS.

User Responsibility. You are solely responsible for your interactions with other users of the Service and any other parties with whom you interact through the Service; provided, however, that MyPrize reserves the right, but has no obligation, to intercede in any disputes between you and any other users. You agree that MyPrize will not be responsible for any liability incurred as the result of your interactions with other users.

Content Provided by Other Users. The Service may contain User Content provided by other users. MyPrize is not responsible for and does not control User Content. MyPrize does not approve or endorse, or make any representations or warranties with respect to, User Content. You use all User Content and interact with other users at your own risk.

7.3 Referral Program. By participating in the Referral Program, you accept and agree to comply with this Section 7 and our Official Rules. We may terminate your participation in the Referral Program for any reason or no reason, in our sole and absolute discretion. If you violate any provision of this Section 7, you will forfeit all right to any unpaid and future commissions on Referrals.

We may allow you to participate in the Referral Program to provide marketing services in exchange for free Sweepstakes Coins as described on our Referral Program page for the first ten (10) Referrals who have completed our customer verification process and made at least twenty dollars ($20.00) in purchases on the Platform. We may alter the number of free Sweepstakes Coins that you will receive for each eligible Referral from time to time in our discretion without notice to you, and without penalty to us. Any changes to the number of free Sweepstakes Coins that you will receive for each eligible Referral will only be applied to Referrals sent to us after the publication of the change. You agree that you will periodically check the Referral Program page, and your continued participation in the Referral Program manifests your assent to any changes in the number of free Sweepstakes Coins that you will receive for each eligible Referral.

We will issue the appropriate number of Sweepstakes Coins to your Customer Account for all qualifying Referrals, except that we may deduct an amount of Sweepstakes Coins associated with any Referral that results in a refund or chargeback or any issuance of Sweepstakes Coins resulting from fraud, Prohibited Conduct, other illegal activity, technical error, or as required by law. No Sweepstakes Coins will be issued for Referrals that are in violation of this Section 7 or any other provision of these Terms. We may temporarily withhold any free Sweepstakes Coins associated with a Referral if we reasonably believe a violation of these Terms has occurred until such time as an investigation can be conducted and a determination can be made. You shall forfeit all free Sweepstakes Coins associated with Referrals if, due to inaccurate, incomplete, or outdated Customer Account information provided by you, we are unable to issue a disbursement to you within six (6) months of the Referral associated with those Sweepstakes Coins.

7.4. Channel Information. You may market, advertise, and promote the Platform by sharing your Referral Link on your Channels. You shall be solely responsible for the Channel Information. You represent and warrant that you own or operate the Channels, and that the Channel Information does not infringe upon or violate any applicable law, rule, or regulation, including intellectual property and publicity rights. We shall have no obligations with respect to the Channel Information, including any duty to review or monitor any such Channel Information. You agree to indemnify us for any claims, charges, debts, allegations, or lawsuits arising out of any Channel Information or other information appearing on the Channels.

7.5 Grant of Rights in the Marks. We grant you a limited, revocable, non-exclusive right to use our Marks and your Referral Link on the Channels solely for the purposes of your participation in the Referral Program. You may only use the Marks on the Channels in a manner that accurately and appropriately displays the high quality nature of the Platform, and you hereby agree not to take any action that would impair or diminish the value of, or the goodwill associated with, the Marks, including using the Marks in a manner that disparages or portrays us or our products or services in a false, competitively adverse, or poor light. We will immediately terminate this license if we discover that you are using our Marks in any manner not authorized by this Section 7.

Your use of the Marks shall inure to our benefit. You will not register any domain name or account on any Third Party Website that contains or is confusingly similar to any Mark belonging to us, and you agree that, if you do, you will immediately disable the offending domain name or account on any Third Party Website upon our demand and at your expense, or that, if you fail to immediately do so, you will reimburse us for all fees incurred in order to enforce these obligations, including attorneys’ fees and costs associated with filing a domain dispute complaint. You agree that the Marks are and shall remain our property, and that nothing in these Terms conveys to you any right of ownership in the Marks. You will not now nor in the future contest the validity of the Marks

7.6 Code of Conduct for Referral Program Participants. We reserve the right to terminate your participation in the Referral Program at any time and for any reason, or no reason, in our sole and absolute discretion. Reasons for refusal or acceptance or termination of participation may include violation of the Code of Conduct, or the other provisions of this Section 7.

You must fully comply with state or federal consumer protection statutes, regulations, rules, policies, or advisory opinions. You will notify us of any inquiries or concerns made, accusing you of or investigating you for any activities related to the Referrals that are questionable, illegal, or otherwise violate these Terms.

You will not:

(a) Use deceptive, unlawful, or unfair promotional tactics or devices, such as manipulating search engine results, or otherwise engaging in activity that is false, misleading, infringing, manipulative, or deceptive in order to drive traffic through your Referral Link or to your Channels.

(b) Use any meta-tags, key words, pay-per-click advertising campaigns, or other marketing tactics that would imply or suggest that illegal activities occur on the Platform or the Channels, or otherwise market MyPrize or the Channels to those seeking to engage in illegal activities.

(c) Transmit or distribute your Referral Link to any Minors.

(d) Solicit or permit a Minor to become a user of the Platform.

(e) Use any form of unlawful email promotion to promote your Referral Link or the Channels. (f) Violate the policies of any Third Party Website while sharing your Referral Link.

(g) Engage in any activities that, in our sole discretion, are harmful to our image, goodwill, or reputation.

(h) Attempt to do any of the acts described in this Section 5 or assist or permit any person in engaging in any of the acts described in this Section 5.

7.7 Access to the Channels. During your participation in the Referral Program, you agree to provide us with the means necessary to monitor the source of traffic you send to us, although we undertake no obligation to do so. To that end, and solely for that purpose, if the Channels have any method of access restrictions in place, you agree to send us valid access credentials to any password-protected area of the Channels within twenty-four (24) hours of receiving a request for such access by us. You agree that we shall not be charged or incur any expense from you for such access.

THIRD-PARTY SERVICE.

Third-Party Websites, Applications and Ads. The Service may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”) (collectively, the “Third-Party Services”). When you click on a link to a Third-Party Service, we will not warn you that you have left the Service and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of MyPrize. MyPrize is not responsible for any Third-Party Services. MyPrize provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. You understand and agree that you must agree to and abide by any user terms, privacy policy, or other policy that such third party requires you to agree to in order to use their services. In the event of a conflict between those policies and our policies, the terms of our policies shall govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Sharing Your Content and Information Through Third-Party Services. Company may provide tools through the Service that enable you to export information, including Your Content, to Third-Party Services, including through features that allow you to link your Account with a Third-Party Account, or through our implementation of third-party buttons (such as “share” buttons). By using one of these tools, you agree that Company may transfer that information to the applicable Third-Party Service. Company is not responsible for any Third-Party Service’s use of your exported information.

FEES AND PURCHASE TERMS.

9.1 MyPrize does not currently require a fee to access the Platform. However, it reserves the right to charge such fees in the future.

9.2 Gold Coins and Sweepstakes Coins. To increase the number of Gold Coins licensed to you for use, you must provide a valid Payment Medium. The Payment Medium you use to increase the number of Gold Coins available to you via purchase must be legally and beneficially owned by you and in your name. If it comes to our attention that the name you registered on your Customer Account and the name linked to your Payment Medium differ, your Customer Account will be immediately suspended. We reserve the right to request documents and information to verify the legal and beneficial ownership of the Payment Medium you use to make Gold Coin purchases.

PURCHASES MADE FROM ANY EXCLUDED TERRITORY WILL BE VOIDED AND REFUNDED, MINUS AN ADMINISTRATIVE FEE OF UP TO 10% OF THE TOTAL PURCHASES MADE BY THE PLAYER, IN ADDITION TO ANY CHARGES THAT MAY BE LEVIED BY THE BANK OR FINANCIAL INSTITUTION MANAGING THE AFOREMENTIONED REVERSAL.

Any purchase that increases the amount of Gold Coins licensed to you is final and not refundable, transferable, or exchangeable. If you provide valid and current payment information, you may purchase Gold Coins at the currently displayed price. Gold Coins have no cash value and are for social and entertainment purposes only. In some instances, we may provide users who purchase Gold Coins or who engage in other qualifying activities with free Sweepstakes Coins in accordance with our Official Rules. Sweepstakes Coins are never available for purchase. Unused Gold Coins and Sweepstakes Coins are not eligible for any full or partial refunds. Gold Coins and Sweepstakes Coins may be deleted from Inactive Accounts. You agree to notify us about any billing problems or discrepancies within 30 days from the date of your purchase. If you do not bring them to our attention within 30 days, you agree that you waive your right to dispute such problems or discrepancies. You are responsible for and agree to reimburse us for all reversals, charge-backs, claims, fees, fines, penalties, and any other liability incurred by us (including costs and related expenses) that were caused by or arising out of payments that you authorized or accepted or that were authorized or accepted using your Customer Account (even if not authorized by you).

All purchases and direct bank transfer payments are executed in USD. It is a Player’s responsibility to ensure that their nominated bank account can accept transactions in USD. All foreign exchange transaction fees, charges, or related costs that you may incur as a result of, or in relation to, payments made by MyPrize to you are to be borne solely by you, including any losses or additional costs arising from foreign exchange fluctuations. We reserve the right to charge additional fees for access to the Platform or any other feature or service of MyPrize, and to change our fee structure at our discretion. All previous offers or discounts are unavailable once removed from the Platform.

From time to time, we may provide you with Sweepstakes Coins to play the Games in Promotional Play for a chance to win Prizes. To redeem Prizes in accordance with our Promo Rules, you must submit valid and current banking or wallet details and any necessary information and documentation. Sweepstakes Coins are only valid for 60 days from the date you last logged on to your Customer Account and will thereafter automatically expire. Sweepstakes Coins may be forfeited if a Customer Account is closed for any reason, or at our sole and exclusive discretion.

You will not transfer, receive, acquire, dispose of, or sell Gold Coins or Sweepstakes Coins in any manner, including to or from other Customer Accounts or Players. Any attempt to circumvent this prohibition is grounds for immediate closure of your Customer Account, without prejudice to any other rights or remedies available to us.

You may participate in any Game only if you have sufficient Gold Coins or Sweepstakes Coins (as applicable) in your Customer Account. We will not extend you any credit whatsoever for the purchase of Gold Coins or otherwise.

If you win Prizes according to our Official Rules, we will allow you to redeem the Prizes for cash which we will transfer to you in your selected Payment Medium, minus any processing fees based on your payment selection or otherwise associated with your Customer Account, provided you have met the minimum payment threshold, except that Prizes in excess of ten thousand dollars ($10,000.00) may, at our election, be made by us to you in weekly installments. If you are a resident of New York and Florida, the maximum redemption value for a Prize won on any single spin or play is five thousand dollars ($5,000). If you are a resident of New York and Florida, any Prize with a value in excess of five thousand dollars ($5,000) will be reduced to a maximum value of five thousand dollars ($5,000). You are responsible for providing accurate bank account or Payment Medium details identifying where Prizes will be sent. You must own or control the account associated with your Payment Medium, and you agree to provide us with such information as we may request to confirm your ownership or control. We reserve the right to charge fees for processing the redemption of Prizes to you and to set a minimum redemption threshold for Prize redemptions. You cannot request a Prize redemption until you have met the minimum payment threshold as displayed on the Platform. We may set off any liability, damages, costs, or expenses that we incur arising from or relating to your breach of these Terms against any money that we owe to you under these Terms. We may also adjust or deduct the monies transferred to your Customer Account or payment account for any reason, at any time, without advance warning or notice, including retroactively. The most common reasons for transfer adjustments include customer refunds, fraud, conduct violations, and technical errors.

Taxes. If at any point in the future, MyPrize begins to charge a fee for the Service (“Fee(s)”) and MyPrize determines it has an obligation to collect Sales Tax from you in connection with this Agreement, MyPrize will collect such Sales Tax in addition to fee(s). If any or payments for any Service under this Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to MyPrize, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant authority, and you will indemnify MyPrize for any liability or expense MyPrize may incur in connection with such Sales Taxes. Upon MyPrize’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. You agree to pay any and all fees or account charges related to any fees, taxes, charges, purchases, or upgrades associated with your Customer Account, immediately when due in accordance with our stated billing policy, or that of our third-party billing agent. You acknowledge that the charge on your banking statement may display our company name, one of our brand names, or our third-party billing agent’s name. You understand and agree that you are responsible for any and all fees or penalties that are associated with your Customer Account. Your Customer Account will be deemed past due if it is not paid in full by the payment due date. If you utilize a credit or debit card as means of payment, your card issuer agreement may contain additional terms with respect to your rights and liabilities as a card holder. You agree to pay any and all amounts due immediately upon cancellation or termination of your Customer Account.

You shall be responsible for payment of all taxes, and we will not be responsible for any federal income tax withholding, unemployment contribution, workers compensation, Medicare / Medicaid, or any employment-related benefits. If requested, you will provide us with a Social Security Number or Taxpayer Identification Number, so that an IRS Form 1099 may be issued where required by law. Failure to provide such information to us may result in termination of these Terms.

Withholding Taxes. You shall make all payments of Fees to MyPrize free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to MyPrize shall be your sole responsibility, and you shall provide MyPrize with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

Advertising Revenue. MyPrize reserves the right to display Third-Party Ads before, after, or in conjunction with Content posted on the Service, and you acknowledge and agree that MyPrize has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by MyPrize as a result of such advertising).

Indemnification. You shall indemnify and hold MyPrize, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “MyPrize Party” and collectively, the “MyPrize Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Your Content; (ii) your use of, or inability to use, the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules or regulations. MyPrize reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with MyPrize in asserting any available defenses. This provision does not require you to indemnify any of the MyPrize Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.

9.7 Third-Party Payment Processing. We may utilize various third-party payment processors and gateways, and we reserve the right to contract with additional third-party payment processors and gateways in our sole discretion to process any and all payments associated with the Platform. Such third parties may impose additional terms and conditions governing payment processing. You are responsible for abiding by such terms. We further disclaim any liability associated with your violation of such terms.

9.8 Changes to Your Billing information, Chargebacks, Changes to our Billing methods, Refunds, and Billing errors. You must promptly inform our third-party billing agent of all changes, including changes in your address and changes in your credit or debit card used in connection with billing or payment through the Platform, if applicable. You are responsible for any credit card charge backs, dishonored checks, and any related fees that MyPrize incurs with respect to your Customer Account, along with any additional fees or penalties imposed by our third-party billing agent.

If you make a purchase on the Platform that results in a chargeback, we may terminate your Customer Account. You agree to contact us to seek a resolution of any issue before initiating a chargeback. We reserve the right to reverse the dispersal of any Sweepstakes Coins, and to withhold or cancel any Prizes generated from Sweepstakes Coins, associated with Gold Coin purchases that result in a chargeback. We reserve the right to make changes at any time to our fees and billing methods, including the addition of administrative or supplemental charges for any feature, with or without prior notice to you.

You understand and agree that it is our standard policy that all purchases are final and nonrefundable. We reserve the right to address all refund requests in our sole discretion. In no instance will a refund be provided where the user initiates a chargeback.

If you believe that you have been erroneously billed for activity associated with your Customer Account, please notify our third-party billing agent immediately of such error. If you do not do so within thirty (30) days after such billing error first appears on any Customer Account statement, the fee in question will be deemed acceptable by you for all purposes, including resolution of inquiries made by or on behalf of your banking institution. You release us from all liabilities and claims of loss resulting from any error or discrepancy that is not reported within thirty (30) days of the bill being rendered to you. These Terms shall supplement and be in addition to any terms required by third party billing entities we engage to provide billing services. You are responsible for review and compliance with such entity’s terms in addition to those contained in these Terms.

We take credit card fraud very seriously. Discovery that you have used a stolen or fraudulent credit card will result in the notification of the appropriate law enforcement agencies and termination of your Customer Account.

9.9 Anti-Money Laundering. We monitor all transactions in order to prevent money laundering. If MyPrize suspects that you may be engaging in, or have engaged in money laundering activities, your access to the Platform will be suspended immediately and your Customer Account may be closed. If your Customer Account is suspended or closed under such circumstances, MyPrize is under no obligation to reverse any Gold Coin purchases you have made, nor is MyPrize under any obligation to allow use of any Sweepstakes Coins nor redemption of any Prizes that may be associated with your Customer Account. In addition, MyPrize may pass any necessary information on to the relevant authorities, other online service providers, banks, credit card companies, electronic payment providers, or other financial institutions. You will cooperate fully with any MyPrize investigation into such activity. If you suspect any unlawful or fraudulent activity or prohibited transaction by another Player, please notify us immediately by sending an email to.

DISCLAIMER OF WARRANTIES.

As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE MYPRIZE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE.

THE MYPRIZE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. You understand that we cannot and do not guarantee or warrant that the Platform will be free of viruses, malware, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. We do not assume any responsibility or risk for your access to or use of the Internet, the Platform. You understand and agree that any Content downloaded or otherwise obtained through the Platform is done at your own discretion and risk, and that you will be solely responsible for any damage to your computer system or loss of data that results from your activity.

FROM TIME TO TIME, MYPRIZE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT MYPRIZE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

No Liability for Conduct of Third Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE, INCLUDING OTHER USERS. YOU ACKNOWLEDGE AND AGREE THAT THE MYPRIZE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE MYPRIZE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND OTHER USERS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT MYPRIZE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. MYPRIZE MAKES NO WARRANTY THAT THE SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. MYPRIZE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH SERVICE, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICE.

10.3 Third Party Links. The Platform may contain links to websites or resources owned and operated by our users or third parties. You understand and agree that we have no control over, are not responsible for, and do not screen nor warrant, endorse, guarantee, or assume responsibility for the goods or services provided by our users or on third-party links. We will not be a party to or be in any way responsible for monitoring any transaction between you and other providers of products or services. As with the purchase of a product or service through any medium or in an environment, you should use your best judgment and exercise caution where appropriate. You agree to hold us harmless from any and all damages and liability that may result from use of third-party links that appear on the Platform, and any advertising, services, goods, products, or other materials available on third-party links. We are not responsible for any use of confidential or private information by sellers or third parties. You agree that your use of any third-party link or the goods or services provided thereon is governed by the policies of those third parties, not by these Terms or our other policies. We reserve the right to demote or remove any link at any time.

10.4 Violations of law. Access to and use of the Platform in violation of any law is strictly prohibited. If we determine that you have provided or intend to use the Platform in a manner that violates any law, your ability to access the Platform will be terminated immediately. We do hereby disclaim any liability for damages that may arise from you or any user providing any services that violates any law. You do hereby agree to defend, indemnify, and hold us harmless from any liability that may arise for us should you violate any law. You also agree to defend and indemnify us should any third party be harmed by your illegal actions or should we be obligated to defend any such claims by any party.

LIMITATION OF LIABILITY.

Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE MYPRIZE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY MYPRIZE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A MYPRIZE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MYPRIZE PARTY’S NEGLIGENCE; OR FOR (A) ANY INJURY CAUSED BY A MYPRIZE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. MYPRIZE DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY MYPRIZE’S NEGLIGENCE; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (iii) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

You understand that the risk of harm or damage from this rests entirely with you, and you expressly release us from any liability arising out of user-generated content or the conduct of any person. You discharge, acquit, and otherwise release us, our parent company, agents, employees, officers, directors, shareholders, attorneys, and affiliates, from any and all allegations, counts, charges, debts, causes of action, and claims relating in any way to the use of, or activities relating to the use of the Platform including claims relating to the following: negligence, gross negligence, reckless conduct, alienation of affections (to the extent recognized in any jurisdiction), intentional infliction of emotional distress, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, intellectual property infringement, misrepresentation, infectious disease, illegal gambling, any financial loss not due to the fault of MyPrize, missed meetings, unmet expectations, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the Platform, unavailability of the Platform, its functions and any other technical failure that may result in inaccessibility of the Platform, or any claim based on vicarious liability for torts committed by individuals met on or through the Platform, including fraud, Prohibited Conduct, theft or misuse of personal information, assault, battery, stalking, harassment, cyber-bullying, rape, theft, cheating, perjury, manslaughter, or murder.

The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you. This release is intended by the parties to be interpreted broadly in favor of MyPrize, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.

Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MYPRIZE PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO MYPRIZE BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (ii) $100; OR (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A MYPRIZE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MYPRIZE PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A MYPRIZE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

User Content. MYPRIZE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MYPRIZE AND YOU.

TERM AND TERMINATION.

Term. The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above) and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.

Termination of Service by MyPrize. If you have materially breached any provision of this Agreement, or if MyPrize is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), MyPrize has the right to, immediately and without notice, suspend or terminate any Service provided to you. MyPrize reserves the right to terminate this Agreement or your access to the Service at any time in its sole discretion upon notice to you. You agree that all terminations for cause are made in MyPrize’s sole discretion and that MyPrize shall not be liable to you or any third party for any termination of your Account. Closing your Customer Account will forfeit all continued access to and right to use, enjoy, or benefit from any Gold Coins, Sweepstakes Coins, and unredeemed Prizes associated with your Customer Account. If the reason behind the closure of your Customer Account is related to concerns about possible responsible social gameplay issues you must indicate this in your request to close your Customer Account. We have the right to terminate your Customer Account and membership on the Platform at any time, and you will be responsible for all charges to your Customer Account at the time of termination. We are not responsible for preserving terminated account information which may be permanently deleted in our discretion.

Termination by You. If you want to terminate this Agreement, you may do so by (i) notifying MyPrize at any time and (ii) closing your Account for the Service. Your notice should be sent, in writing, to MyPrize’s address set forth below.

Effect of Termination. Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use or access to the Service. MyPrize will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

No Subsequent Registration. If this Agreement is terminated for cause by MyPrize or if your Account or ability to access the Service is discontinued by MyPrize due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.

INTERNATIONAL USERS. The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These terms may also contain references to features of the Platform that are unavailable in your country. These references do not imply that MyPrize intends to announce such service or Content in your country. MyPrize makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.

ARBITRATION AGREEMENT. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with MyPrize and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and MyPrize agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and MyPrize may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or MyPrize may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

Informal Dispute Resolution. There might be instances when a Dispute arises between you and MyPrize. If that occurs, MyPrize is committed to working with you to reach a reasonable resolution. You and MyPrize agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and MyPrize therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to MyPrize that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@myprize.us or regular mail to our offices located at 382 NE 191st Street #93553, Miami FL 33179. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

Waiver of Jury Trial. YOU AND MYPRIZE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and MyPrize are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class and Other Non-Individualized Relief. YOU AND MYPRIZE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 15.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 15.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and MyPrize agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Florida. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or MyPrize from participating in a class-wide settlement of claims.

Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and MyPrize agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and MyPrize otherwise agree, or the Batch Arbitration process discussed in Section 14.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and MyPrize agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 14.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 14.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 14.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 14.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 14.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 14.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or MyPrize need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and MyPrize agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against MyPrize by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by MyPrize.

You and MyPrize agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 382 NE 191st Street #93553, Miami FL 33179, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Invalidity, Expiration. Except as provided in Section 14.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with MyPrize as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if MyPrize makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to MyPrize at 382 NE 191st Street #93553, Miami FL 33179, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. MyPrize will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

INTELLECTUAL PROPERTY

15.1 Marks. We aggressively defend our intellectual property rights, including our Marks. Other manufacturers’ product and service names referenced herein, including the names and logos of the Games, may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners, and may not be used publicly without the express written consent of the owners or holders of such trademarks and service marks. The Marks may not be used publicly except with express written permission from us, and the Marks may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits us.

15.2 Copyrights. The Content comprises our proprietary information and valuable intellectual property. We retain all right, title, and interest in such Content. The Content is protected by copyright law, and all rights to these works are hereby reserved (except as provided herein). The Content may not be copied, downloaded, distributed, republished, modified, uploaded, posted, or transmitted in any way without our prior written consent. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on the Content. Modification or use of the Content except as expressly provided in these Terms violates our intellectual property rights.

GENERAL PROVISIONS.

Electronic Communications. The communications between you and MyPrize may take place via electronic means, whether you visit the Service or send MyPrize emails, or whether MyPrize posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from MyPrize in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that MyPrize electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without MyPrize’s prior written consent. MyPrize may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement without notice to you. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. If you do, both you and any unauthorized user are jointly and severally liable for any fees that will be due.

Force Majeure. MyPrize shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us at: legal@myprize.us. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Agreement Updates. When changes are made, MyPrize will make a new copy of this Terms of Use and/or Supplemental Terms, as applicable, available on the Service, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. MyPrize may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.

Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and MyPrize agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Miami, Florida.

Governing Law. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English. You are representing your understanding and assent to the English language version of these Terms as they are published. We are not liable to you or any third party for any costs or expenses incurred in translating these Terms. In the event that you choose to translate these Terms, you do so at your own risk, as only the English language version is binding.

Notice. Where MyPrize requires that you provide an email address, you are responsible for providing MyPrize with a valid and current email address. In the event that the email address you provide to MyPrize is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, MyPrize’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to MyPrize at the following address: 382 NE 191st Street #93553, Miami FL 33179. Such notice shall be deemed given when received by MyPrize by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

Export Control. You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by MyPrize are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer MyPrize products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. A printed version of these Terms and of any notice given in electronic form will be admissible in any proceedings based on or relating to these Terms. Such version of these Terms shall be utilized to the same evidentiary extent, and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Miscellaneous. A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act. Notwithstanding anything to the contrary in Section 12 (Limitation of Liability), Company is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).

16.16 Headings. All headings are solely for the convenience of reference and shall not affect the meaning, construction, or effect of these Terms.

16.17 Cumulative Remedies. All rights and remedies provided in these Terms are cumulative and not exclusive, and the assertion by a party of any right or remedy will not preclude the assertion by the party of any other rights or the seeking of any other remedies available at law, in equity, by statute, in any ther agreement between the parties, or otherwise.

16.18 Successors and Assigns. These Terms inure to the benefit of, and are binding on, the parties and their respective successors and assigns. This section does not address, directly or indirectly, whether a party may assign its rights or delegate its performance under these Terms.

16.19 Force Majure. We are not responsible for any failure to perform because of unforeseen circumstances or causes beyond our reasonable control, including: Acts of God, such as fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters; epidemics; pandemics; war, riot, arson, embargoes, acts of civil or military authority, or terrorism; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials; failure of the telecommunications orinformation services infrastructure; hacking, spam, data breach, malware, or any failure of a computer, server, network, or software for so long as the event continues to delay our performance; and unlawful acts of our employees, agents, or contractors.

16.20 Notices. Any notice required to be given by us under these Terms may be provided by email to a functioning email address of the party to be noticed, by a general posting on the Platform, or by personal delivery via commercial carrier. Notices by customers to us shall be given by contacting us at legal@myprize.us unless otherwise specified in these Terms. Either party may change the address to which notice is to be sent by written notice to the other party pursuant to this provision of these Terms. Notices shall be deemed effective upon delivery. Notices delivered by overnight carrier shall be deemed delivered on the business day following mailing. Notices delivered by any other method shall be deemed given upon receipt. Any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, email server, or overnight delivery service.

16.21 Communications are Not Private. We do not provide any facility for sending or receiving private or confidential electronic communications. All messages transmitted to us shall be deemed to be readily accessible to the general public. Notice is hereby given that all messages entered into the Platform may be read by MyPrize and the agents and operators of the Platform, regardless of whether they are the intended recipients of such messages.

16.22 Authorization and Permission to send emails to you. You authorize us to email you notices, advertisements, and other communications. You understand and agree that such communications may contain information about social casinos and related sweepstakes promotions. This authorization will continue until you request us to remove you from our email list. You understand and agree that even unsolicited email correspondence from us, or our affiliates, is not spam as that term is defined under the law.

16.23 Consideration. We allow you to access and use the Platform, as limited by your additional purchase of certain paid features and upgrades and your participation in qualifying activities as described in the Official Rules, in consideration for your acquiescence to all the provisions in these Terms. You agree that such consideration is both adequate and received upon your accessing any portion of the Platform.

16.24. Electronic signatures. You agree to be bound by any affirmation, assent, or agreement you transmit through the Platform. You agree that when in the future you click on an “I agree,” “I consent,” or other similarly worded button, check box, or entry field with your mouse, keystroke, or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

16.25 No Agency Relationship. Nothing in these Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind. The rights and obligations of the parties shall be limited to those expressly set forth herein.

16.26 Usage and Construction. In these Terms, unless otherwise stated or the context otherwise requires, the following usages will apply:

(a) References to a statute will refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or successor, as in effect at the relevant time.

(b) In computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to but excluding.”

(c) References to a governmental or quasi-governmental agency, authority, or instrumentality will also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality.

(d) “A or B” means “A or B or both.” “A, B, or C” means “one or more of A, B, and C.” The same construction applies to longer strings.

(e) “Including” means “including, but not limited to.”

16.27 No Waiver. No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of these Terms. If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause, or provision and such invalid term, clause, or provision shall be deemed to be severed from these Terms.

16.28 Other Jurisdictions/Foreign Law. We make no representation that the Platform is appropriate or available for use in all locations. You may not access the Platform from territories where it is illegal or otherwise prohibited. Those who choose to access the Platform from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws.

16.29 Service Not Available in Some Areas. You are subject to the laws of the state, province, city, country, or other legal entity in which you reside or from which you access the Platform. THE PLATFORM AND THE SERVICE ARE VOID WHERE PROHIBITED OR RESTRICTED BY LAW. If you use the Platform or participate in the sweepstakes promotion while located in a prohibited jurisdiction, you will be in violation of the law of such jurisdiction and these Terms, and subject to having your Customer Account suspended or terminated without any notice to you. You hereby agree that MyPrize cannot be held liable if laws applicable to you restrict or prohibit your participation. MyPrize makes no representations or warranties, implicit or explicit, as to your legal right to participate in any service offered on the Platform, nor shall any person affiliated, or claiming affiliation, with MyPrize have authority to make any such representations or warranties. We reserve the right to restrict access to the Platform or any part thereof in any jurisdiction.