Terms of Use

01Introduction

Welcome to the Game. The Game is developed and operated by PassPass LLC ("PassPass", "we", "us" and "our"). The Game is provided for entertainment purposes.

Please carefully read these terms, together with our Privacy Policy and the Official Prize Rules (collectively, the "Terms"). By accessing or playing the Game in any way, or by registering an account (in each case, a "Player", "you"), you agree to be bound by these Terms and confirm that you have read and understood them. If you do not agree, you may not play the Game or access our websites.

Simulated seasons, Versus matches, ratings (OVR) and other results generated by the Game are fictional. They are produced by game logic and algorithms, including random elements, for entertainment purposes, and do not represent, predict or reflect the actual or likely performance of any real player, team, league or competition.

The Game is an independent product and is not affiliated with, endorsed by or sponsored by the NBA, MLB, NFL, MLS, any players' association, any team, any player, or ESPN. Player names, team names and statistics are used for informational and entertainment purposes. All third-party names, trademarks, logos and other intellectual property remain the property of their respective owners.

02Registration and Account

Certain features, such as saved runs, leaderboards, the Weekly League, Versus challenges and prize eligibility, require an account (the "Account").

You must submit only true, accurate and complete details for your Account. You may hold only one Account. You may not sell, transfer or share your Account or login details with any third party.

You are fully responsible for any outcome resulting from inaccurate details and for all activity performed through your Account.

Subject to these Terms, we grant you a worldwide, limited, revocable, non-exclusive, non-sublicensable, non-transferable and non-assignable license, until these Terms or your Account end, to play the Game in accordance with these Terms.

Your handle, profile picture, scores, results and rankings may be displayed publicly to other Players on leaderboards and in Versus. Handles may be changed a limited number of times, must be unique, and must not be offensive or impersonate anyone. Profile pictures are screened and must not contain explicit, hateful or otherwise inappropriate content. We may remove or reset any handle or picture at our discretion.

Each Account is assigned a permanent random tiebreaker number used only as described in the Official Prize Rules. It cannot be changed or chosen.

03Acceptable Use

You are solely responsible for your use of the Game. You must not:

• Breach these Terms or any rules or instructions we provide for the Game;
• Engage in any activity that is a criminal offense, gives rise to civil liability or violates any applicable law;
• Interfere with, burden or disrupt the Game, its servers or networks;
• Breach or test the security of the Game, or probe for vulnerabilities;
• Circumvent or manipulate the Game, including by exploiting bugs, glitches or vulnerabilities, or by enabling disabled or undocumented features;
• Manipulate drafts, re-rolls, simulated results, league scores, leaderboard rankings, challenges or prize outcomes by any unauthorized means;
• Create or use more than one Account, or collude with other Players, to gain an unfair advantage, circumvent limits or manipulate results;
• Abuse, harass, threaten or intimidate other Players;
• Use bots, scripts, crawlers or any automated system to play the Game or collect content from it;
• Impersonate any person or entity, or misrepresent your identity, age or location;
• Collect or process personal information of other Players.

Except as expressly stated in the Official Prize Rules, game results, records, scores, rankings and leaderboard placements have no monetary value and cannot be exchanged for cash or anything of value.

We may remove content, invalidate or reset scores, results, records, rankings or prize eligibility, and restrict, suspend or terminate access for violations of this section, with or without notice where permitted by law. Any prize obtained in violation of these Terms is forfeited and must be returned.

04Account Suspension

In addition to any other remedies, we may, upon notice, temporarily or permanently limit, suspend or terminate your Account if we determine, in our reasonable discretion, that you:

• Abused your rights to play the Game;
• Breached these Terms or the Official Prize Rules;
• Violated any applicable law, rule or regulation;
• Acted in a way that is harmful or likely to be harmful to us or any third party, including other Players;
• Used the Game to commit, enable or facilitate an illegal act;
• Submitted false information or failed to comply with our identity or eligibility verification requests;
• Transferred your Account to another person or entity.

05Prizes and Promotions

Certain features of the Game, including the Weekly League and the Undefeated Challenge, may offer prizes. Prizes are governed exclusively by the Official Prize Rules, which are incorporated into these Terms by reference. If these Terms conflict with the Official Prize Rules regarding a prize, the Official Prize Rules control.

Versus, Trivia and simulated seasons outside the Undefeated Challenge do not award prizes.

06Membership

Certain features or prize eligibility may be linked to a PassPass Arcade membership. Memberships are governed by the separate terms presented at purchase. Except where required by law, membership fees are not refundable, and a membership does not guarantee any prize or outcome.

07Privacy

We respect your privacy. Our Privacy Policy, which is incorporated into these Terms by reference, explains how we collect and use information in the Game.

08Intellectual Property

All rights, title and interest in and to the Game, including patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any associated goodwill, are owned by or licensed to PassPass LLC. "PassPass", "Pass Pass Arcade", "Undefeated" and related logos are trademarks of PassPass LLC. Third-party sports names, statistics, trademarks and other intellectual property remain the property of their respective owners.

You may not copy, distribute, publicly display or perform, sublicense, decompile, disassemble, reverse engineer, translate, sell, lend, rent, modify, combine with other software, make commercial use of, or create derivative works of the Game or its software, by yourself or through a third party, without our prior written authorization.

If you provide feedback, including reports of bugs, errors or malfunctions, you assign to us all right, title and interest in that feedback, including the right to use it commercially for any purpose, without charge.

09Changes in the Game

We may update the Game periodically. We determine, in our discretion, the frequency and scope of updates, and you will have no claim against us or our members, managers, officers, employees, agents, contractors or assignees for any update or lack of one.

We may, at any time and without prior notice, change the layout, design, scope, features, ratings, odds, difficulty, player pools or availability of the Game. We may also reset or adjust scores, rankings, records or other game data where reasonably necessary to maintain the integrity, security, fairness or operation of the Game.

We may temporarily suspend the Game for maintenance and will aim to minimize the impact.

10Availability, Quality and Sports Data

An internet connection is required to play. The availability, quality and functionality of the Game depend on factors provided by third parties, including software, hardware, networks and connectivity, which are not fault-free.

Weekly League scoring relies on statistics supplied by third-party data sources. Player information, statistics, ratings, positions, historical data and scores may contain errors, omissions, delays or inaccuracies and may not always be current or complete. Statistics are final as described in the Official Prize Rules, and we may correct obvious errors.

WE DO NOT WARRANT THAT THE GAME WILL OPERATE WITHOUT DISRUPTION, ERRORS OR INTERRUPTIONS, OR THAT IT WILL BE ACCESSIBLE OR AVAILABLE AT ALL TIMES OR IMMUNE FROM ERRORS, GLITCHES OR UNAUTHORIZED ACCESS.

11Age Restriction and Eligibility

You must be at least 13 years old to play the Game or access our websites. By playing, accessing or registering, you declare that you are 13 or older. If you are under the age of majority where you live, you may use the Game only with the consent of a parent or legal guardian.

You must be at least 18 years old (or the age of majority where you live, if higher) and meet all other requirements in the Official Prize Rules to be eligible for any prize. Additional restrictions may apply in your state or country.

12Changes to the Terms

We may amend these Terms from time to time. If you registered an Account or provided your email, we will notify you of any material change. Otherwise, we will publish the amended Terms in the Game. Continuing to play after the effective date of the amended Terms means you accept them. The latest version is always available in the Game.

If you do not accept the amended Terms, stop playing the Game. We may terminate these Terms and your Account in that case.

13Disclaimer of Warranty

THE GAME IS PROVIDED "AS IS" AND "WITH ALL FAULTS". WE AND OUR STAFF DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE GAME, YOUR ACCOUNT, ANY INTERACTION RELATED TO THE GAME AND ANY COMMUNICATION BETWEEN YOU AND US.

WE AND OUR STAFF DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, RELIABILITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, AVAILABILITY, SAFETY, SECURITY OR ACCURACY REGARDING THE GAME, ITS DATA OR ITS GENERATED RESULTS. YOU AGREE THAT PLAYING THE GAME IS ENTIRELY, OR TO THE MAXIMUM EXTENT PERMITTED BY LAW, AT YOUR OWN RISK.

14Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR STAFF SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY SIMILAR DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT, LOSS OF DATA OR LOSS OF A PRIZE OPPORTUNITY), COSTS, EXPENSES OR PAYMENTS, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, CONTRIBUTION, INDEMNITY OR ANY OTHER THEORY OF LIABILITY, ARISING FROM OR IN CONNECTION WITH THE GAME, PLAYING OR BEING UNABLE TO PLAY THE GAME, OR YOUR ACCOUNT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT OR FRAUD, OUR AND OUR STAFF'S TOTAL AND AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR THE GAME IS LIMITED TO DIRECT DAMAGES ONLY, IN AN AMOUNT NOT TO EXCEED ONE HUNDRED U.S. DOLLARS (USD $100).

Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, so some of these exclusions may not apply to you. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

15Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless PassPass LLC and its members, managers, officers and employees, at your own expense and promptly after written notice, from and against any damages, losses, costs and expenses, including attorneys' fees, resulting from any claim, allegation or demand arising from or in connection with your use of the Game in violation of these Terms or any law.

16Termination of These Terms

You may stop playing at any time. You may also terminate these Terms and delete your Account by sending a written request to [legal@passpassarcade.com] from the email address linked to your Account.

We may terminate these Terms and your license by notice or by disabling your Account. Upon termination, for any reason:

• Your right to play the Game ends and you must stop playing immediately;
• Any unclaimed or unverified prize eligibility is forfeited, except where prohibited by law;
• We may (but are not required to) delete your Account data from our servers.

The following sections survive termination: Privacy, Intellectual Property, Disclaimer of Warranty, Limitation of Liability, Indemnification, Termination of These Terms, Governing Law and Dispute Resolution, App Marketplace and General.

17Governing Law and Dispute Resolution

Unless applicable law provides otherwise, these Terms and your use of the Game are governed solely by the laws of the [STATE OF FORMATION], excluding its conflict-of-laws rules. Nothing in this section deprives you of mandatory consumer protections under the laws of your place of residence.

If you have a complaint about the Game, please first contact us at [legal@passpassarcade.com]. We will carefully review and consider your complaint.

SUBJECT TO THE EXCEPTIONS BELOW, ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND US REGARDING THESE TERMS OR THE GAME THAT ARE NOT AMICABLY RESOLVED SHALL BE SETTLED BY BINDING ARBITRATION (RATHER THAN IN COURT), BY TELEPHONE, ONLINE OR BASED SOLELY ON WRITTEN SUBMISSIONS WITHOUT IN-PERSON APPEARANCE, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS CONSUMER ARBITRATION RULES. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

You may opt out of this arbitration clause by emailing [legal@passpassarcade.com] within thirty (30) days of first accepting these Terms, with a notice that clearly states your choice. If you opt out, disputes are subject to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY, STATE].

18General

These Terms, the Privacy Policy and the Official Prize Rules are the entire agreement between you and us about the Game and supersede all prior negotiations, representations and agreements.

You and we are independent contractors; nothing in these Terms creates a partnership or agency. These Terms create no third-party beneficiary rights.

Our failure to enforce any provision is not a waiver of our rights.

You may not assign these Terms or any of your rights or obligations. In the event of our merger, acquisition, change of control or sale of all or substantially all of our equity or assets, we may assign these Terms to a third party without your consent.

If any provision is held illegal, invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in full force and effect.

19App Marketplace

If you access the Game through an app marketplace such as the Apple App Store or Google Play ("Stores"), your use is also subject to that Store's terms. These Terms are between you and us, not the Store operators, who are not responsible for the Game or for any maintenance, support or warranty for it, and who have no obligation for any claims relating to the Game. If these Terms conflict with a Store's terms, the Store's terms prevail only for the conflicting provisions. Store operators are third-party beneficiaries of this section and may enforce it.

20Contact

PassPass LLC. Email: [legal@passpassarcade.com].