Terms of Use

Our Terms of Use have been updated as of February 2, 2024

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 15.

1. Acceptance of terms

uPlay Gaming LLC (“We”, “Us”, or “uPlay”) provides a gaming website located at uplay-gaming.com (the "Site") and a related mobile app — which include all of the text, images, audio, code and other material they contain or provide (collectively, the “Content”) and all of the features, contests and other services they provide. Residents of the United States will be contracting with uPlay LLC. The Site, the mobile app, and any other features, tools, materials, or other services (including co-branded or affiliated services) offered from time to time by uPlay are referred to here as the “Service.” Please read these Terms of Use (the “Terms” or “Terms of Use”) carefully before using the Service. By using or otherwise accessing the Service, or clicking to accept or agree to these Terms where that option is made available, you (1) accept and agree to these Terms (2) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy and (3) any additional terms, rules and conditions of participation in particular contests issued by uPlay from time to time. If you do not agree to the Terms, then you may not access or use the Content or Services.

uPlay may issue additional terms, rules and conditions of participation in particular contests. For example, uPlay may issue conditions as required by various state rules and regulations, which may impact your experience or participation on the Service. You agree to be subject to those additional rules if you participate in such contests.

2. Modification of Terms of Use

Except for Section 15, providing for binding arbitration and waiver of class action rights, uPlay reserves the right, at its sole discretion, to modify or replace the Terms of Use at any time. The most current version of these Terms will be posted on our Site. You shall be responsible for reviewing and becoming familiar with any such modifications. If a revision to the Terms, in our sole discretion, is material, we will notify you by contacting you through the email address associated with your account. Use of the Services by you after any modification to the Terms constitutes your acceptance of the Terms of Use as modified.

3. Eligibility

You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these terms and to abide by and comply with these terms.

By registering for an account and/or using the Service, you are representing and warranting that:

you are of 18 years of age or older
you are a citizen or resident of the United States of America or Canada and that you have an address in the United States of America or Canada;
while participating in contests you are physically located in the United States of America or Canada in a jurisdiction in which participation in the contest is not prohibited by applicable law;
you are not listed on any U.S. Government list of prohibited or restricted parties;
you will abide at all times by these Terms of Use and any other agreements between you and uPlay regarding your use of the Service or participation in games;

If uPlay determines that you do not meet the eligibility requirements of this section, then you are not authorized to use the Service. uPlay may require you to provide proof that you are eligible to participate according to this section prior to receiving a prize. This includes by requesting that you fill out an affidavit of eligibility or other verification information (as discussed in Section 4 below). If uPlay otherwise determines that you do not meet the eligibility requirements of this section, in addition to any rights that uPlay may have in law or equity, uPlay reserves the right to terminate your account, withhold or revoke the awarding of any prizes associated with your account or limit your ability to withdraw. In such a situation, uPlay may pay out any withheld or revoked prizes to the other entrants in the relevant contest in a manner consistent with the prize structure of the contest, to be precisely determined by uPlay in its sole discretion. uPlay also reserves the right to withhold revoked prizes to use in furtherance of its fraud prevention or anti-money laundering efforts. uPlay employees may use the Service for the purpose of testing the user experience, but may not withdraw money or prizes.

4. Conditions of participation

4.1 Registration

In order to participate in a contest on the Service, you must register for an account. By registering as a user of the Service, you agree to provide accurate, current and complete information about yourself as prompted (such information being the “Registration Data”) and maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any information that is inaccurate, not current or incomplete, or uPlay has reasonable grounds to suspect that such information is inaccurate, not current or incomplete, uPlay may deny you access to areas requiring registration, or terminate your account, at its sole discretion.

You may establish, maintain, use and control only one account on the Service. Each account on the Service may only be owned, maintained, used and controlled by one individual. For avoidance of doubt, users may not “co-own” accounts on the Service. In the event uPlay determines that you have opened, maintained, used or controlled more than one account, in addition to any other rights that uPlay may have, uPlay reserves the right to suspend or terminate any or all of your accounts and terminate, withhold or revoke the awarding of any prizes.

4.2 Account Password and Security

At the time of registration for online account access, you must provide a valid email address and supply a Name and Password to be used in conjunction with your account. You may not use a Name that promotes a commercial venture or a Name that uPlay in its sole discretion deems offensive. Portions of the Service require registration for access (the "Restricted Areas"). You are responsible for maintaining the confidentiality of your Password, and are fully responsible for all uses of your Password, whether by you or others. You agree to (a) never to use the same Password for the Service that you use or have ever used outside of the Service; (b) keep your Password confidential and not share them with anyone else; (c) immediately notify uPlay of any unauthorized use of your Password or account or any other breach of security; and (d) use only your own Password to access the Service’s Restricted Areas. uPlay cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

You acknowledge and agree that uPlay is authorized to act on instructions received through the use of your email address and Password, and that uPlay may, but is not obligated to, deny access or block any transaction made through use of your email address and Password without prior notice if we believe your Username and Password are being used by someone other than you, or for any other reason.

uPlay may require you to change your Name or may unilaterally change your Name.

4.3 Communications and Information Practices

As a result of your registration for the Service, you may receive certain commercial communications from uPlay. You understand and agree that these communications are part of your registration, and that, to the extent required by law, you may opt out of receiving these communications at any time by either using the unsubscribe functionality or sending an email to support@uplay-gaming.com. Following such an opt-out, we may still communicate with you via email to the extent permitted by applicable law.

4.4 Disqualification and Cancellation

uPlay also reserves the right to cancel contests, in our sole discretion, without any restrictions.

uPlay, in its sole discretion, may disqualify you from a contest or the entire Service, refuse to award points or prizes and require the return of any prizes, or suspend, limit, or terminate your account if you engage in conduct uPlay deems, in its sole discretion, to be improper, unfair, fraudulent or otherwise adverse to the operation of the Service or in any way detrimental to other users. Improper conduct includes, but is not limited to: falsifying personal information; violating eligible payment method terms, including the terms of any cash rewards payment card, violating any of these rules, accumulating points or prizes through unauthorized methods such as unauthorized scripts or other automated means; tampering with the administration of the Service or trying to in any way tamper with the computer programs associated with the Service; obtaining other entrants’ information and spamming other entrants; and abusing the Service in any way; or otherwise violating these Terms of Use. You acknowledge that the forfeiture and/or return of any prize shall in no way prevent uPlay from informing the relevant authorities, and/or pursuing criminal or civil proceedings in connection with such conduct.

If for any reason the Service is not running as originally planned (e.g., if the Site becomes corrupted or does not allow the proper usage and processing of entries in accordance with the rules, or if infection by a computer virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes of any kind, in the sole opinion of uPlay corrupts or affects the administration, security, fairness, integrity or proper conduct of the Service), uPlay reserves the right, in its sole discretion, to disqualify any individual implicated in or relating to the cause and/or to cancel, terminate, extend, modify or suspend the Service, and select the winner(s) from all eligible entries received. If such cancellation, termination, modification or suspension occurs, notification may be posted on the Site.

The failure of uPlay to comply with any provision of these Terms due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities outside of the control of uPlay (excepting compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of these Terms.

4.5 Publicity

By entering a contest, you consent to uPlay’s and its service providers’ and business partners’ use of your name, voice, likeness, location and photograph in connection with the development, production, distribution and/or exploitation (including marketing and promotion) of the selected contest and/or other uPlay contests and uPlay generally, unless otherwise prohibited by law. uPlay Gaming LLC and its business partners reserve the right to make public statements about the entrants and winner(s), on-air, on the Internet, or otherwise, prior to, during, or following the contest. Entrants agree that uPlay Inc may announce any winner's name on-air or on any of its websites or any other location at any time in connection with the marketing and promotion of uPlay or other contests or games operated by uPlay Gaming LLC. You agree that participation in and (where applicable) the winning of a prize in connection with a contest constitute complete compensation for your obligations under this paragraph, and you agree not to seek to charge a fee or impose other conditions on the fulfillment of these obligations. The rules specific to certain contests may contain additional publicity obligations or may require a written signature on a separate publicity waiver.

5. Game Rules

5.1 Game of Skill

uPlay is a game of skill. Winners are determined by accumulation of most points during a given contest. For each contest, winners are determined by the individuals who use their skill and knowledge of relevant sports information to accumulate the most points. Points are accumulated through the prediction of certain events through a live sporting event.

5.3 Contest Term

uPlay offers contests for professional sports events generally taking place over the course of one week.

5.4 Prizes

After each contest ends, the tentative winners are announced (generally by the following day) but remain subject to final verification. The players in each contest who accumulate the most points and comply with eligibility requirements and applicable rules will win prizes as set out in the posted contest details. Prizes may be distributed to winning players via several methods including gift cards and electronic transfer methods such as PayPal or Venmo. Users acknowledge they must provide a valid contact email address in order to receive prizes. In the event of a tie, uPlay shall determine, at its sole discretion, how to award prizes to tied players.

Prize calculations are based on the results as of the time when final scoring is tabulated by uPlay. Once winners are initially announced by uPlay, the scoring results will not be changed in light of official adjustments made by the professional leagues, though we reserve the right to make adjustments based on errors or irregularities in the transmission of information to us from our stats provider or in our calculation of results. We also may make adjustments in the event of noncompliance with the Terms. uPlay has no obligation to delay the awarding of a prize in anticipation of any adjustment, and we reserve the right to reverse payments in the event of any adjustment. You agree to cooperate with our efforts to reverse payments.

No substitution or transfer of a prize is permitted. All taxes associated with the receipt or use of any prize are the sole responsibility of the winner. In the event that the awarding of any prizes to winners of the Contest is challenged by any legal authority, uPlay reserves the right in its sole discretion to determine whether or not to award or adjust such prizes. In all disputes arising out of the determination of the winner of uPlay contests, uPlay Gaming LLC is the sole judge and its actions are final and binding.

5.5 Notification

Winners are posted atop the leaderboard within the mobile app after the conclusion of each contest. Winners will be notified via the current email address provided in the user’s profile. Any prize notification returned as undeliverable may result in disqualification and selection of an alternate winner.

6. Conduct

As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by uPlay. By way of example, and not as a limitation, you agree not to:

abuse, harass, impersonate, intimidate or threaten other uPlay users;
post or transmit, or cause to be posted or transmitted, any Content that are infringing, libelous, defamatory, abusive, offensive, obscene, pornographic or otherwise violates any law or right of any third party;
use the Service for any unauthorized purpose, or in violation of any applicable law, including intellectual property laws;
post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any uPlay user;
create or submit unwanted email ("Spam") to any other uPlay users;
infringe upon the intellectual property rights of uPlay, its users, or any third party;
submit comments linking to affiliate programs, multi-level marketing schemes, sites repurposing existing stories or off-topic content;
post, email, transmit, upload, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed or functioning to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
use any robot, spider, scraper, sniping software or other automated means to access the Service for any purpose (except for RSS feed access) without our express written permission. Additionally, you agree that you will not: (1) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (2) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (3) bypass any measures we may use to prevent or restrict access to the Service;
use artificial means, including creating multiple user accounts, to inflate your position and standing with the uPlay leader boards and community;
use unauthorized scripts; all authorized scripts will be made available through the Service prior to game entry;
advertise to, or solicit, any user to buy or sell any products or Service, or use any information obtained from the Service in order to contact, advertise to, solicit, or sell to users without their prior explicit consent;
sell or otherwise transfer your profile;
attempt to influence the play in any sporting event from which athletes are available for selection in uPlay contests on uPlay in which you are involved or in which you have a direct or indirect interest.
enter into contests, by any means including multi-accounting, for which you are ineligible.

Violation of our rules may result in the removal of your Content from the Service, forfeiture of winnings, and/or the canceling of your account. You acknowledge and agree that uPlay may remove any User Content (as defined below) and terminate any uPlay account at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content). To report Terms of Use violations, please contact us at support@uplay-gaming.com.

6.1 User Content

You understand that all Content made available on the Service by a user (“User Content”), including but not limited to profile information and communications with other users, whether privately transmitted or made publicly available, is the sole responsibility of the person from which such User Content originated. This means that you, not uPlay, are entirely responsible for all User Content that you upload, post, share, email, transmit, or otherwise make available via the Service. Under no circumstances will uPlay be liable in any way for any User Content.

You acknowledge that uPlay may or may not pre-screen User Content, but that uPlay and its designees have the right (but not the obligation) in their sole discretion to pre-screen, refuse, permanently delete, undelete, modify and/or move any User Content available via the Service. Without limiting the foregoing, uPlay and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in uPlay's sole discretion. You understand that by using the Service, you may be exposed to User Content that you may consider to be offensive or objectionable. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any User Content. You further acknowledge and agree that you bear the sole risk of reliance on any Content available on or through the Service.

With respect to User Content you submit or otherwise make available on or to the Service, you grant uPlay an irrevocable, fully sub-licensable, perpetual, world-wide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such User Content (in whole or in part), and to incorporate such User Content into other works, in any format or medium now known or later developed.

You are solely responsible for your interactions with other users of the Service. uPlay reserves the right, but has no obligation, to monitor disputes between you and other users.

7. Indemnity

You agree to release and to indemnify, defend and hold harmless uPlay and its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys’ fees and court costs) claims or actions of any kind whatsoever arising or resulting from your use of the Service, your violation of these Terms of Use, your receipt, ownership, use or misuse of any prize, and any of your acts or omissions that implicate publicity rights, defamation or invasion of privacy. uPlay reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with uPlay in the defense of such matter.

8. Warranty disclaimers

You expressly understand and agree that your use of the Service is at your sole risk. The Service (including the Service and the Content) are provided on an "AS IS" and "as available" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You acknowledge that uPlay has no control over, and no duty to take any action regarding: which users gain access to or use the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release uPlay from all liability for you having acquired or not acquired Content through the Service. The Service may contain, or direct you to other websites containing information that some people may find offensive or inappropriate. uPlay makes no representations concerning any Content contained in or accessed through the Service, and uPlay will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.

9. Limitation on liability

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE AND SERVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE AND SERVICE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND SERVICE IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER FANDUEL NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF FANDUEL HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SITE OR SERVICE; THE USE OR THE INABILITY TO USE THE SITE OR SERVICE; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR SERVICE; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; ANY INCORRECT, ILLEGIBLE, MISDIRECTED, STOLEN, INVALID OR INACCURATE ENTRY INFORMATION; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT AN ENTRANT TO PARTICIPATE IN THE SERVICE); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SITE OR SERVICE OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ENTRIES, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SITE OR SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UPLAY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO FANDUEL FOR GENERAL USE OF THE SITE OR SERVICE DURING THE TERM OF YOUR REGISTRATION FOR THE SITE, NOT INCLUDING ANY ENTRY FEES FOR CONTESTS COMPLETED PRIOR TO THE CIRCUMSTANCES GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

10. Our proprietary rights

All title, ownership and intellectual property rights in and to the Service are owned by uPlay or its licensors. You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by uPlay, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create derivative works based on the Service, in whole or in part.

11. Links

The Service may provide, or third parties may provide, links to other World Wide Web sites, applications or resources. Because uPlay has no control over such sites, applications and resources, you acknowledge and agree that uPlay is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that uPlay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

12. Termination and suspension

uPlay may terminate or suspend all or part of the Service and your uPlay account immediately, without prior notice or liability, if you breach any of the terms or conditions of the Terms. Upon termination of your account, your right to use the Service will immediately cease. If you wish to terminate your uPlay account, you may contact us via email at support@uplay-gaming.com with a note to say you wish to terminate your account.

The following provisions of the Terms survive any termination of these Terms: CONDITIONS OF PARTICIPATION (except for Registration and Account Password and Security); GAME RULES (only Bonuses and Promotions); CONDUCT (only User Content); INDEMNITY; WARRANTY DISCLAIMERS; LIMITATION ON LIABILITY; OUR PROPRIETARY RIGHTS; LINKS; TERMINATION; NO THIRD PARTY BENEFICIARIES; BINDING ARBITRATION AND CLASS ACTION WAIVER; GENERAL INFORMATION.

If your account is subject to a suspension, you must respect the restrictions and limitations imposed on your account as part of the suspension, and you should communicate with uPlay regarding restoration of your account only via support@uplay-gaming.com.

13. No third party beneficiaries

You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to the Terms.

14. Notice and procedure for making claims of copyright infringement

uPlay may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who infringe the intellectual property of others. If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide uPlay a written Notice containing the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Service;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

You may submit the written notice to support@uplay-gaming.com. To be valid, a Notice must be in writing and must follow the instructions above. You also may use the contact information in this Section to notify us of alleged violations of other intellectual property rights.

15. Binding arbitration and class action waiver

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

15.1 Initial Dispute Resolution

Our Customer Support Team is available via email at support@uplay-gaming.com to address any concerns you may have regarding the Service. Our Customer Support Team can resolve most concerns quickly to our players’ satisfaction. Failure to engage in this process could result in the award of fees against you in arbitration. The parties shall use their best efforts through this Customer Service process to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration. This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account to Customer Service at support@uplay-gaming.com. For any dispute that uPlay initiates, we will send our written description of the dispute to the email address associated with your uPlay account. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. If the dispute is not resolved within sixty (60) days after receipt of the written description of the dispute, you and uPlay agree to resolve any remaining dispute through the further dispute resolution provisions below.

The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any applicable statute of limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

15.2 Binding Arbitration

Only after the parties have engaged in a good-faith effort to resolve the dispute in accordance with this Initial Dispute Resolution (Section 15.1), and only if those efforts fail, then either party may initiate binding arbitration, subject to the exceptions in Section 15.5 and the terms set forth below, as the sole means to resolve claims using the procedures set forth in Section 15.6. To initiate an arbitration, subject to the requirements described in this Section, you or uPlay must file a demand for arbitration with National Arbitration and Mediation (“NAM”). After filing a copy of the demand with NAM, you must also email a copy to support@uplay-gaming.com. Merely emailing a demand to uPlay will not commence an arbitration proceeding. If uPlay is initiating arbitration, it will serve a copy of the demand to the email address associated with your uPlay account. You and uPlay agree that all claims, disputes, or disagreements that may arise out of the interpretation or performance of the Agreement, which includes the Terms of Service (including its formation, performance and breach) or payments by or to uPlay, or that in any way relate to the provision or use of uPlay services, your relationship with uPlay, or any other dispute with uPlay, shall be resolved exclusively through binding arbitration in accordance with this Section 15 (collectively, the “Arbitration Agreement”). This includes claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth in Section 15.7. This Arbitration Agreement is governed by the Federal Arbitration Act ("FAA") in all respects and evidences a transaction involving interstate commerce. You and uPlay expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Arbitration Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply.

Except as set forth in Section 15.5, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party's failure to comply with this Section.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND UPLAY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Except as set forth in Section 15.4 below, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.

15.3 Location

If you are a resident of the United States, and initiate arbitration, such arbitration will take place in the County where you reside, or if no NAM arbitrator is available in that County, than at the closest NAM arbitration location available in the state. Where uPlay initiates arbitration, and for residents in Canada (and anywhere else outside of the United States), arbitration shall be initiated in the County of Dallas, State of Texas, United States of America, unless you and uPlay otherwise agree or unless the designated arbitrator determines, based on a written objection, that such venue would be unreasonably burdensome to any party, in which case the arbitrator shall have the discretion to select another venue despite either party’s initial selection. For any arbitration conducted in Texas, You and uPlay agree to submit to the personal jurisdiction of any federal or state court in Dallas County, Texas, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available. The parties agree that arbitration may take place exclusively by video, where such arrangements are acceptable to the appointed arbitrator.

15.4 Class Action Waiver

YOU AND UPLAY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN THIS SECTION 15.4 AND SECTION 15.6 BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS UPLAY PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

If there is a final judicial determination that applicable law precludes enforcement of this Paragraph’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.

If there is a final judicial determination that either the Class Arbitration Action and Collective Relief Waiver or the provisions in Section 15.6 are not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or uPlay from participating in a class-wide settlement of claims.

15.5 Exception - Litigation of Intellectual Property and Small Claims Court Claims

Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also elect to have disputes or claims resolved in a small claims court that are within the scope of that court’s jurisdiction regardless of what forum the filing party initially chose. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed (and any applicable statute of limitations tolled) pending the outcome of such action.

15.6 Arbitration Rules

The arbitration will be administered by National Arbitration and Mediation and resolved before a single arbitrator. If NAM is not available to arbitrate, the alternative arbitrator for individual arbitrations not meeting the definition set forth in 15.6, shall be JAMS (https://www.jamsadr.com/). For 100 or more arbitrations meeting the definition set forth in 15.6, the alternative provider shall be ADR Services, Inc. (“ADR Services”) (https://www.adrservices.com/). Except as modified by this "Dispute Resolution" provision, NAM will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com.

You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in Section 15.6, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Section 15 while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this agreement by registering an account with uPlay. The arbitrator and/or NAM may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11), including for any claim filed on behalf of a claimant who is not party to this agreement.

The parties agree that NAM has discretion to modify the amount or timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Section 15 while such challenge remains pending before NAM the arbitrator, and/or a court of competent jurisdiction.

If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and uPlay submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute.

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (or another arbitration provider selected in accordance with Section 15.6 if NAM is unavailable) against uPlay within reasonably close temporal proximity ("Mass Filing"), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM (or another arbitration provider selected in accordance with 15.6(A) if NAM is unavailable) in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by uPlay and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with uPlay and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This "Batch Arbitration" provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless uPlay otherwise consents in writing, uPlay does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in Section 15.4 and this Section 15. If your demand for arbitration is included in the Mass Filing, any statute of limitation applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.

The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum's rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with Section 15.4 above and also must be consistent with the terms of the "Limitation of Liability" section of the Agreement as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys' fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

15.7 30-Day Right to Opt Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice, signed by you, of your decision to opt-out to support@uplay-gaming.com. The notice must be sent within 30 days of February 2, 2024 or your first use of the Service, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, uPlay also will not be bound by them. uPlay will continue to honor any valid opt outs if you opted out of arbitration in a prior version of the Agreement pursuant to the requirements set forth in that version. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of these “Dispute Resolution” provisions by you and uPlay.

15.8 Changes to this Section

uPlay will provide 30 days’ notice of any material changes to this clause. Changes will apply to all claims not yet filed. If you continue to use the site after the 30th day, or you affirmatively accept the changes sooner after having been provided notice, you agree that any unfiled claims are subject to the revised clause.

If you reject any such changes by opting out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If uPlay changes this “Dispute Resolution” section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you agree that your continued use of the Product(s) or Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out by providing notice as described in Section 15.7.

For any dispute not subject to arbitration you and uPlay agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Dallas, TX. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

The Terms and the relationship between you and uPlay shall be governed by the laws of the State of Texas without regard to conflict of law provisions.

16. APPLICATION LICENSE

Subject to your compliance with these Terms, uPlay grants you a limited non-exclusive, non-transferable license to download and install a copy of the app on a device that you exclusively control and to run such copy of the app solely for your own personal use. uPlay reserves all rights in and to the app not expressly granted to you under these Terms. You will not run any version of the app on a jailbroken device.

If you have downloaded our app, you agree to promptly download and install any new version that we make available through the Apple App Store or Google Play store, as applicable. Some new versions may contain updated Terms. Some new versions may contain security fixes and service improvements, whether or not we disclose that they do; accordingly, failure to promptly update your version of the App may in some cases expose you to increased security risks or Service malfunctions.

17. ADDITIONAL TERMS FOR OUR iOS APP

You acknowledge and agree that (i) these Terms are binding between you and uPlay only, and Apple is not a party hereto, and (ii) as between uPlay and Apple, it is uPlay that is responsible for the app and the content thereof. You must use the iOS app only on an Apple-branded product that runs iOS. Your use of the app must comply with the terms of use applicable to the Apple source from which you obtain it (including the Usage Rules set forth in the Apple App Store Terms of Service). You acknowledge that Apple has no obligation to furnish you with any maintenance and support services with respect to the app.

You acknowledge that Apple is not responsible for addressing any claims you have or any claims of any third party relating to the app or your possession and use of the app, including, but not limited to (i) product warranty or liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; or (iv) claims that the app infringes a third party’s intellectual property rights.

In the event of any failure of the iOS version of the app to conform to any applicable warranty that has not been effectively disclaimed by these Terms, you may notify Apple, and Apple will refund the purchase price for the app (if any) to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the app, and, as between Apple and uPlay, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be uPlay’s responsibility, but only to the extent provided by these Terms. Please read the entire Terms, as other sections of these Terms limit uPlay’s liability in this regard.

Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms. Upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third party beneficiary thereof. There are no other third-party beneficiaries of the Terms.

18. GENERAL INFORMATION

18.1 Entire Agreement

These Terms (and any additional terms, rules and conditions of participation in particular contests that uPlay may post on the Service) constitute the entire agreement between you and uPlay with respect to the Service and supersedes any prior agreements, oral or written, between you and uPlay. In the event of a conflict between these Terms and the additional terms, rules and conditions of participation in particular contests, the latter will prevail over the Terms to the extent of the conflict.

18.2 Waiver and Severability of Terms

The failure of uPlay to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

18.3 Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

18.4 Section Titles

The section titles in the Terms are for convenience only and have no legal or contractual effect.

18.5 Communications

Users with questions, complaints or claims with respect to the Service may contact us using the relevant contact information set forth above.