TERMS OF SERVICE

The Play OS mobile application (the “App”) is published, owned, and operated by One Up Group LLC (collectively with its subsidiaries, affiliates and related entities “One Up Group,” “Company,” “the Company,” “we,” “us,” and “our”). These Terms of Use (the “Terms”) govern your access to and use of the App.

These Terms include an arbitration clause. Please read the Terms carefully before you start to use the App.

By accessing, browsing, submitting information to and/or using the App, you agree and acknowledge on your own behalf (referred to throughout the Terms as “you”) that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. If you do not agree to these Terms, please do not use the App.

Purpose of the App

The App is provided for you to participate in or watch gaming tournaments. The App is also intended to enable communication between you, other users, tournament hosts, and the Company. The information provided in the App is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to our products and services.

Reliance on Information

We do not warrant the accuracy, completeness, or usefulness of any information at any particular time. Any reliance you place on such information is strictly at your own risk. The Company disclaims all liability and responsibility arising from any reliance placed on such content by you or any other user of the App, or by anyone who may be informed of any of its contents. Any information you provide or that is collected by the Company through the App shall be handled in accordance with the Mobile App’s Privacy Policy, which is hereby incorporated by reference.

Limited License and Use of the App

The Company grants you a limited, non-exclusive, nontransferable, and revocable license and right to access and use the App and Content accessible through the App solely for your personal use. Content includes any photos, images, graphics, video, audio, data, text, comments, software, works of authorship of any kind, and other information, content, or other materials that are posted, generated, provided, or otherwise made available by the Company through the App and its underlying technology, are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. We reserve all rights not expressly set forth in these Terms. You agree not to remove, change or obscure any copyright, trademark, App mark, or other proprietary rights notices incorporated in or accompanying the App. Our logos and any other Company trademarks that may appear on the App, and the overall look and feel of the App, including page headers, graphics, icons, and scripts, may not be copied, imitated or used, in whole or in part, without our prior written permission. Other trademarks, product, and App names and company names or logos mentioned on the App are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. No other licenses or rights are granted to you, by implication or otherwise. The Company solely retains all ownership interest in the App and any Content and reserves the right to terminate this license to use the App or access Content at any time and shall not be held liable in any way for such a termination.

User Account Responsibility.

If you are given or create a password to access the App, you are responsible for maintaining the confidentiality of your account and your password. You are responsible for all activities that occur under your account and you agree to notify the Company immediately of any unauthorized use of your account. The Company is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password. You agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

Prohibited Uses.

You may use the App only for lawful purposes and in accordance with these Terms. You agree that you will not:

• Use the App in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• Use the App in any manner that could damage, disable, overburden, or impair the App or interfere with any other party’s use and enjoyment of them/it.
• Transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
• Attempt to gain unauthorized access to any App account, computer systems or networks associated with the Company or the App.
• Attempt to access or use the App by means of automatic, macro, programmed, or similar methods.
• Obtain or attempt to obtain any materials or information through the App by any means not intentionally made available or provided by the Company.
• Use any robot, spider, or other automatic device, process or means to access the App for any purpose, including monitoring or copying any of the material on the App.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
• Reverse engineer any aspect of the App or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the App.
• Attack the App via a denial-of-service attack or a distributed denial-of-service attack.
• Impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• Attempt to harass, abuse, exploit, harm, or advocate or incite harassment, abuse, or harm of another person, group, or One Up Group.
• Attempt to participate in any gaming match by means of shortcuts, cheats, glitches, or similar methods.
• Attempt the opening and/or use of multiple accounts.
• Attempt the use and/or operation of multiple accounts from the same device.
• Attempt to exploit and/or abuse any promotion or bonus by means of multiple accounts or any other method; or
• Otherwise attempt to interfere with the proper working of the App.

Notice and Consent to Receipt of Text (SMS) Messaging and Phone Calls.

You may have the opportunity to receive SMS or “text” messages, pre-recorded voice messages or auto-dialed phone calls from the Company, its affiliates and related entities as well as third parties. Such messaging may be used to authenticate your identity or mobile device, as well as provide you informational updates about services or products you may have requested. In providing your mobile device number or cell phone number to the Company, you knowingly consent to such communications from the Company or for the Company to use your cell phone number or mobile device number in accordance with the Company’s Privacy Policy. In providing your number and accepting these Terms, you represent that you have the authority to agree to receive text messages at the telephone number that you provide to the Company, or from which you sent the text message request to us. You further acknowledge that no purchase is required to opt into this service, and you may opt out at any time by following the instructions detailed in our communications with you.

Not all mobile devices or handsets may be supported by this service. The Company and any mobile carriers are not liable for delayed or undelivered messages. Message and data rates may apply to any text messages. Message frequency depends on the nature of your request. You hereby agree to be responsible for all costs, charges and fees you incur from your service or device provider as a result of choosing to receive such messages from the Company.

Third-party Websites.

The App may contain links to websites controlled or operated by persons and companies other than the Company (“Linked Sites”). Linked Sites are not under the control of the Company, and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. The Company is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. The Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the website or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support the Company or are identified in the App, including any delivery of and payment for goods and services.

Third-party Applications

You acknowledge that your access and use of any third-party applications or software on our App and Content (the “Third-party Applications”) is at your discretion and risk, and the Company has no liability to you arising from your use of the Third-party Applications. The Company hereby disclaims any representation, warranty, or guaranty regarding the Third-party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-party Applications, and you agree to indemnify and hold the Company harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with the use or performance of the Third-party Applications.

Intellectual Property Notices

The App and Content are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the App or Content in any manner, except as expressly permitted by the Company in these Terms. The App or Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of the Company or the applicable owner.

Message Boards and User Content

The App may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, the ability to stream gameplay, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) gameplay, text, materials, or other content (collectively, with Interactive Services and posts, “User Content”) on or through the App. The Company assumes no responsibility for the conduct of any user submitting any User Content, and assumes no responsibility for monitoring the App for inappropriate content or conduct. We are unable to pre-screen or monitor all User Content and we will not do so. Your use of the App is at your own risk.

Any User Content you create or own or to which you have a license and use on the App is your content. Additionally, you represent that you own, or have a license to use, any video game or other User Content that you use or submit on the App. You hereby grant the Company an irrevocable, perpetual, transferable, fully paid-up, royalty-free, worldwide license (including the right to sublicense and assign to third party) and right to copy, reproduce, fix, adapt, modify, create derivative works from, manufacture, commercialize, publish, distribute, sell, license, sublicense, transfer, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way, your User Content as well as all modified and derivative works thereof in connection with our provision of the App, including marketing and promotions of the App.

You further hereby grant to the Company the unconditional, irrevocable right to use and exploit your name, likeness and any other information or material included in any User Content and in connection with any User Content, without any obligation to you. Except as prohibited by law, you waive any rights of attribution and/or any moral rights you may have in your User Content, regardless of whether your User Content is altered or changed in any manner. The Company does not claim any ownership rights in your User Content and nothing in these Terms of Service is intended to restrict any rights that you may have to use and exploit your User Content.

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all User Content, copyrighted materials and trademarks that you see, hear, and use on the App. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, the Company or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.

Questions regarding the use of any intellectual property provided on the App should be directed to: support@playoneup.com

Monitoring User Content

We have the right to:

• Remove or refuse to post any User Content for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the content standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the App or the public or could create liability for the Company.
• 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.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the App.
• Terminate or suspend your access to all or part of the App for any or no reason, including without limitation, any violation of these Terms.
• Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the App.

One Up Group LLC has a zero tolerance policy for any User Content that constitute, in our sole discretion, harassment, racism, obscene content, discrimination or any other offense content of any kind. At our sole discretion, we may suspend, terminate or permanently ban your access to the App and our services for any violation of this zero tolerance policy.

However, we do not undertake to review material before it is posted on the App, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Digital Millennium Copyright Act Compliance

Notification. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringes your copyright, you may request removal of those materials (or access to them) from the App by submitting written notification to our copyright agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

• a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the service are covered by a single notification, a representative list of such works from the service.
• identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material.
• information reasonably sufficient to permit the Company to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted.
• a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• a statement that the information in the notification is accurate.
• under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Upon removing any allegedly infringing material, the Company will notify the alleged infringer of such takedown.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages (including costs and attorneys’ fees) incurred by a service provider injured by such misrepresentation.

Counter Notification. If you elect to send our copyright agent a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or See 17 U.S.C. Section 512(g)(3) to confirm these requirements):

• a physical or electronic signature.
• identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
• a statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
• adequate information by which we can contact you, including your name, address, and telephone number. and
• a statement that the subscriber consents to the jurisdiction of a federal district court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the Company may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your counter notice. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability for damages (including costs and attorneys’ fees) incurred by a service provider injured by such misrepresentation.

The Company’s designated copyright agent or authorized official to receive notifications and counter-notifications of claimed infringement is:

DMCA Agent
Anthony Stedillie
1400 W 10th St. Suite 100
Cleveland, OH 44113
copyright@playoneup.com

Tournament Entry Fees and Winnings, Eligibility

The App offers users the ability to enter free and fee-based tournaments that involve participating in competitive multi-player skill-based games wherein the winner may be awarded a prize (“Match”). The Match may have its own terms and conditions, which will be made available when entering into the Match.

If you are under the age of 18, you will only have access to free tournaments.If you are 18 years of age or older, you will have access to both free and fee-based tournaments.When accessing the App, you agree to answer any questions regarding your age or eligibility (such as any age gates) accurately and truthfully.

Entry Fees

Fees are charged for entry into a Match. If there are Fees charged to your account, you agree to pay those Fees. All Fees are stated in U.S. Dollars, must be prepaid, and are non-refundable. You are fully responsible and liable for all charges, deposits and withdrawals made under your account, including any unauthorized charges, deposits or withdrawals, unless restricted by applicable law.

By providing us with a payment method, you:

• represent that you are authorized to use the payment method that you provide and that any payment information you provide is true and accurate.
• authorize us to charge you using your payment method. and
• authorize us to charge you for any entry fee for which you choose to sign up.

We may bill you in advance, at the time of purchase, or shortly after purchase, in our sole discretion. If we make an error on your bill, you must tell us within 120 days after the error first appears on your bill. We will then promptly investigate the charge. If you don’t tell us within that time, we will not be liable for any losses resulting from the error and we will not be required to correct the error or provide a refund. If we identify a billing error, we will correct that error within 90 days. You must pay for all reasonable costs we incur to collect any past due amounts, including, without limitation, chargeback fees, reasonable attorneys’ fees and other legal fees and costs.

Winnings

The winner of each Match will be determined by the terms and rules of the specific Match. Please review a Match’s specific terms and rules before participating in a Match. One Up Group may at any time require you to provide proof of eligibility in order to participate in a Match.

The cost of entry, booking service fee, and the value of prizes offered in each Match will be disclosed prior to the commencement of a Match. At the beginning of the Match, any entry fees paid will be removed from the accounts of any Match participants along with a 10%-20% booking service fee. Match participants are solely responsible for the payment of any entry fees. By submitting the entry fee for any Match, you agree and acknowledge that any entry fee paid is non-refundable and that you may not win the Match.

Following the Match, even if the Match closes prematurely, users will report Match results to One Up Group. One Up Group will have the sole and absolute discretion to determine the Match results and winners, and by participating in any Match, you agree to be bound by its determinations. After the Match winner has been determined by One Up Group, One Up Group will deposit the earnings in the Match winner’s account.

Subscriptions

We may offer subscriptions for some of our services. The price of the subscription will be listed at the time you subscribe. If you purchase a subscription from us, your subscription may renew and continue to be active until you decide to cancel the subscription. Unless we notify you otherwise, your recurring charge will be the same price as your initial purchase/charge. The recurring price is subject to change at our sole discretion. We will notify you directly and/or post a notice on the App of any change in our subscription or renewal prices. Other than when expressly set forth in these Terms, or to correct any errors made by Company, Company has no obligation to provide refunds or credits.

To cancel your subscription or service, please contact us at support@playoneup.com. For monthly billing, your access to the subscribed service will terminate at the end of the cancelled billing cycle. For yearly billing, you may cancel at any time and Company will provide you a refund of any pre-paid amounts for the remaining unused term. If the subscription is cancelled for non-payment or otherwise by Company, no refund or pro-rated fees will be issued and you will immediately lose access to the subscribed service.

You are responsible for keeping your payment details up-to-date by changing the details in your account settings. Where your details change or are due to expire, we may obtain or receive from your payment provider updated payment details including your card number, expiry date and CVV (or equivalent). This enables us to continue to provide you access to the services. You authorize us to continue to charge your card using the updated information. In the event of a failed attempt to charge to your payment method (e.g. if your payment method has expired), we reserve the right to retry billing your payment method. If a payment is not successfully authorized due to expiration, insufficient funds, or otherwise, we may suspend or terminate your subscription.

You shall be responsible for all taxes, including, without limitation, sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable for the subscription.

Non-Gambling App

No illegal gambling is allowed within the App. The tournaments enabled through the App utilize skill-based games, meaning the outcome of all relevant games are based predominantly upon the skill of Match participants and not by chance. One Up Group does not have knowledge of the probability of any particular participant winning a Match, and makes no representations about an individual user’s chances of winning

Withdrawal

ALL ENTRY FEES ARE FINAL AND YOU ACKNOWLEDGE THAT ONE UP GROUP IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON. YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION WHEN AN ACCOUNT IS CLOSED (EXCEPT FOR A REFUND OF A CURRENT BALANCE, IF APPLICABLE), WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY

Notwithstanding any other provision in these Terms, One Up Group shall have sole discretion regarding processing any requests for withdrawal of account balances. One Up Group reserves the right to require proof of your identity when you request a withdrawal. If such verification is not received, then the withdrawal request will be cancelled. All taxes associated with the receipt of any withdrawal are the sole responsibility of the user requesting the withdrawal. Withdrawal privileges will be revoked for security purposes when fraud is suspected. If you are permitted to withdraw funds from your account, payment may be issued by Paypal, Venmo, Cash app, check, or as otherwise made available by One Up Group.

Match Disputes

In the event of a dispute regarding the outcome of a Match, One Up Group may request that Match participants provide additional evidence, including but not limited to photo or video evidence of Match results by means of the App. If you believe there has been a mistake with respect to any distribution of winnings or Withdrawals from your account, please email us at: support@playoneup.com.

One Up Group reserves the right to, in its sole discretion, assess a penalty and terminate your account. If any winnings are mistakenly credited to an account, One Up Group may unilaterally deduct such winnings from your account after discovering the error.

United States Only Jurisdiction

The Company is based in the state of Ohio in the United States. The Company provides this App for use only by persons located in the United States. We make no claims that the App or any of its contents are accessible or appropriate outside of the United States. Access to the App may not be legal by certain persons or in certain countries.

You may not access or use the App from the following states, as may be amended from time to time: Arizona, Arkansas, Iowa, Louisiana, Maryland, Michigan, Montana, Nevada, South Carolina, Tennessee, Vermont and Washington.

Disclaimer

ALL INFORMATION OR SERVICES PROVIDED BY THE COMPANY TO YOU VIA THE APP, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, THE COMPANY AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE APP OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE APP. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE APP AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE APP WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. THE COMPANY FURTHER MAKES NO WARRANTY THAT THE APP WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE APP IS AT YOUR SOLE RISK AND THAT THE COMPANY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE APP OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE APP OR THE CONTENT IS TO CEASE YOUR USE OF THE APP AND/OR THE CONTENT.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE APP, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE APP OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE APP, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF THE COMPANY OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE APP SUBJECT TO THESE TERMS, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”

SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO THE SHORTEST DURATION PERMITTED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

IN ANY CASE, COMPANY’S AND ITS LICENSORS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO COMPANY FOR THE APP OR OUR SERVICES IN THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

Indemnity

You acknowledge and agree that One Up Group has no obligation to defend, indemnify or hold harmless you in any way including, but not limited to, your use of the App. You agree to defend, indemnify and hold harmless the Company and its affiliates, licensors and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the App, including, but not limited to, any use of the App content, services, or products other than as expressly authorized in these Terms or your use of any information obtained from the App.

Termination and Restriction of Access.

In its sole discretion, the Company may terminate, suspend or permanently ban your access to the App and its services for breach of these Terms, including, but not limited to, falsifying your age, any suspected fraudulent activity or any harassment, discrimination, racism, obscene content or other offensive User Content. We may delete accounts that are deemed inactive, or for any other reason, with or without notice to you. “Inactive” may be determined by One Up Group based on average usage of the App from other users. If you would like us to deactivate your account, please email us at: support@playoneup.com.. The Company shall not be liable for any losses or damages arising from any such termination of service.

Dispute Resolution.

• Informal Resolution. With respect to the resolution of any controversy related to these Terms (hereinafter “Dispute”) you agree to try to resolve any Dispute informally for at least thirty (30) days before initiating any arbitration or other proceeding, including any legal proceeding in court or before an administrative agency.
• Contact Information. One Up Group can be reached at:
  One Up Group LLC
  1400 W 10th St, Suite 100
  Cleveland, OH 4411
• Mandatory Binding Arbitration. If you are not able to satisfactorily resolve a Dispute informally within a total of ninety (90) days or if One Up Group LLC, in its sole and absolute discretion, determines that it will not be possible to satisfactorily resolve that Dispute informally within a total of ninety (90) days, you agree that either you or One Up Group may request resolution by final and fully binding arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association.
• The American Arbitration Association (AAA) will run the arbitration between you and One Up Group, and AAA’s rules and procedures (including their Supplementary Procedures for Consumer-Related Disputes, if applicable) will be used. If something in these Terms is different than AAA’s rules and procedures, then we will follow these Terms instead. You can look at AAA’s rules and procedures on their website www.adr.org or you can call them at 778-7879.
• YOU UNDERSTAND, AND FURTHER AGREE, THAT YOU HAVE THE RIGHT TO CONSULT WITH INDEPENDENT LEGAL COUNSEL OF YOUR OWN CHOOSING REGARDING THIS AND ANY OTHER PROVISION IN THIS AGREEMENT AND THAT THIS BINDING ARBITRATION PROVISION WILL ELIMINATE YOUR LEGAL RIGHT TO SUE IN COURT AND/OR HAVE A JURY TRIAL WITH RESPECT TO ANY SUCH DISPUTE. Accordingly, you and One Up Group agree that neither shall attempt to have any other Dispute related to any other party, including but not limited to any class action, joined to any arbitration in which you are involved. Thus, to the fullest extent permitted by law no arbitration proceeding shall be joined with any other or decided on a class-action basis.
• Class action waiver. To the maximum extent permitted under applicable laws, any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. You waive the right to seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. If this waiver is found to be illegal or unenforceable as to all or some parts of a Dispute, then it shall not apply to those parts but shall apply to all other parts to the maximum extent permitted under Applicable Laws. Instead, those parts will be severed and proceed in a court of law in the state of Ohio, county of Cuyahoga, with the remaining parts proceeding in arbitration.

Limitation on Time to File Claims

Any cause of action or claim you may have arising out of or relating to these Terms or the App must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

Governing Law & Jurisdiction

These Terms are governed by the laws of the State of Ohio, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in Cleveland, Ohio, and the County of Cuyahoga, Ohio, in all disputes arising out of or relating to the use of the App.

Changes to these Terms

The Company may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by the Company. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the App after any such change is communicated shall constitute your consent to such change(s).

General

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or use of the App. You may not assign these Terms without the prior written consent of the Company in all instances. The Company may assign these Terms, in whole or in part, at any time. The Company’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of the Company’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the App or information provided to or gathered by the Company with respect to such use.

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.

These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the App, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Company. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

If we do not enforce a provision of these Terms, that does not waive our right to do so later. And, if we do expressly waive a provision of these Terms, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by both you and us to be legally binding. Any waiver of any provision of this agreement, intentional or otherwise, shall not be deemed a waiver of any other provisions of these Terms.

Company Contact Information
Questions can be directed to the Company at:

One Up Group LLC
1400 W 10th St, Suite 100
Cleveland, OH 44113
support@playoneup.com