NSL Terms of Use Agreement

 

Last Updated: May 13, 2021

1)  INTRODUCTION 

National Scavenger League, LLC ( “we”, “us”, “our”, “ours”, etc.) is the owner and operator of the mobile application and all affiliated websites (the “App”), and the services that we provide through the App (“Services”), including the scavenger hunts (the “Hunts”) and the prizes that you can win for placing first, second, or third in a Hunt (the “Prizes”). This Terms of Use Agreement (the “Agreement”) is a legally binding agreement between you, the user (hereinafter “you”, “your”, “yours”, etc.) and us, including any successor or affiliated App or entity, that governs your use of the App and the Services. Hunts, and your participation therein, are subject to the Rules (the “Rules”) which are incorporated by reference into this Agreement. In the event of any inconsistency between the Rules and this Agreement, the Rules will control.

This Agreement applies (1) to the entire contents of this App, (2) to any associated websites that we own or operate and to which we grant you access, (3) to any electronic message exchanged between you and us, (4) to your use of the information that we provide to you as part of the Services, and (5) to your participation in and eligibility for the Hunts and the Prizes. This Agreement contains disclaimers of warranties, limitations on liability, releases, an arbitration agreement, and a class-action waiver that are an essential basis of this Agreement. By accessing the App, you certify to us that (1) you are at least eighteen (18) years old, (2) you have the legal capacity to agree to this Agreement and to perform the acts required therein, (3) all information provided by you to us is accurate and current, and you will promptly update this information when necessary to ensure that it remains true, and (4) you are not a resident of Arizona, Arkansas, Connecticut, Delaware, Florida, Louisiana, Maryland, Montana, South Carolina, South Dakota, and Tennessee (the “Excluded State(s)”). We specifically disclaim any responsibility or liability for any misrepresentations in any information provided by you or any other user.

We are not a gambling or betting service provider, and we do not take or place bets: We are a mobile application that allows registered users to participate in a skills-based scavenger hunt game for the opportunity to win one of three cash prizes. Hunts are not available in the Excluded States, and residents of or individuals in the Excluded States cannot purchase Tickets nor participate in Hunts. Nothing on the App constitutes an offer or promotion of the Hunts to persons located inside or residents of the Excluded States. Nor do we make any representations or warranties that the App or the Hunts are legal for your use in the Excluded States. If you choose to access the App or use the Services in the Excluded States, you do so at your own risk and assume all responsibility for those actions. You will review and comply with all applicable local, state, federal, or foreign laws. From time to time, there may be additional restrictions on certain Services, even within states that are not Excluded States. You will review and comply with any additional restrictions. Please review these terms from time to time to remain up to date on any changes to the Excluded States.

Assent and Consideration: You demonstrate your express consent to all the terms and conditions of this Agreement, even if you do not read them, by checking the designated box and/or clicking on the “I Agree” (or similar syntax) button. You must be a competent adult over the age of eighteen (18) to accept this Agreement. Consideration for your acquiescence to all of the provisions in this Agreement has been provided to you in the form of allowing you to use our App and our Services. You agree that such consideration is both adequate, and that it is received upon your viewing or using any portion of any of our App and/or Services. If you do not want to accept the terms of this Agreement, you must leave the App immediately.

Revisions: We may revise these terms on one or more occasions by updating this Agreement. You agree to check the “Last Updated” date at the top of this Agreement to determine if we have made any changes since you last read this document. We will deem your continued use of the App after we post the changes as your acceptance of the changes. If you fail to periodically review this Agreement to determine if any of the terms have changed, you assume all responsibility for your failure to do so and you agree that such failure amounts to your affirmative waiver of your right to review the amended terms. We are not responsible for your neglect of your legal rights.

 

2)  ACCESS AND USE OF THE APP 

a)  Limited Access: All users may access certain public areas of the App and register for a free account. You understand that all we are providing you is access to our Services as we provide them. You need to provide your own access to the Internet, and any Internet access or other fees that you incur to access our App and use our Services are your sole responsibility. We are not providing any hardware nor software to you – and you need to purchase or license the necessary hardware and software to access the App and Services. This Agreement covers all public and non-public areas of the App.

b)  Grant of Rights to Us: You retain all ownership rights in any materials that you post or otherwise share on the App, including profile information such as your name, picture(s), team name, and team member (“Content”). However, you grant us a worldwide, perpetual, irrevocable, nonexclusive, royalty-free, sublicensable, and transferable license to all rights in the Content, including the right to use, reproduce, distribute, transmit, prepare derivative works of, display, perform, and otherwise exploit the Content for any reason, including for the App’s business (and the business of our successors), in any medium or technology now known or later developed, including the Internet. This license shall include, but is not limited to, the right to copy and transfer the Content to any affiliate or related entity or our partner sites, to post the Content on different pages of the App, and to use the Content in our advertising and marketing materials, at our sole discretion. We shall not be subject to any obligations of confidentiality regarding any such information unless specifically agreed by us in writing or required by law. You are solely responsible for the Content and the consequences of posting the Content to the App. This grant of rights survives termination of this Agreement by either party.

c)  Grant of Rights to our Users: You grant each user of the App a worldwide, nonexclusive, royalty-free license to access the Content through the App, and to use, reproduce, display, and perform the Content as permitted through the App and under this Agreement. This grant of rights survives termination of this Agreement by either party.

d)  Limited License to Access and Use Materials: The Services may contain materials, including but not limited to text, software, images, graphics, data, messages, or any other information, and any other website content owned, operated, licensed, or controlled by the App (collectively, “Materials”). Subject to your acceptance of this Agreement, we grant you a limited, nonexclusive, nontransferable personal, single copy license to access, view, and use the App, Materials, and the Services contained therein for non-commercial use (on a single computer or mobile device), with all other uses strictly prohibited. We grant you a single copy license to view the Materials. If you are a business entity or commercial concern, your presence on the App is not allowed unless it is expressly authorized in writing by us. We reserve the right to pursue vigorous legal action against unauthorized access by business and commercial entities. We reserve the right to limit the amount of Materials viewed. You will not attempt to circumnavigate any restrictions or limitations on the Materials available to you. You agree to prevent any unauthorized copying of the App, Services, or Materials. Any unauthorized use of the App, Services, or Materials terminates this limited license effective immediately. This is a license to use and access the App for its intended purpose and is not a transfer of title. You will not copy, share, or redistribute any of the content appearing on this App. We reserve the right to terminate this license at any time if you breach or violate any provision of this Agreement, in which case you will be obligated to immediately destroy any information or Materials you have downloaded, printed, or otherwise copied from this App. Violators of this limited license may be prosecuted to the fullest extent under the applicable law.

e)  Service Interruption: From time to time due to technological factors, scheduled software uploads and other factors beyond our control, the Service may be temporarily interrupted and/or access to the App and the ability to log into the App may not be available. You agree to hold us harmless against any such interruption of or inability to access the Service.

f)  Privacy/Security Warning: Please take note that while this App takes reasonable efforts to protect any personal information or private data you provide to the App, no website or server is immune from hacking or other breaches of security protocols, resulting in the wrongful public release of such information and data. You therefore acknowledge and agree that the App shall not be liable for any release of private information or personal data provided by any user, and you hereby release the App from any and all liability and claims associated therewith.

g)  Agreement to Receive Notifications and Other Communications: We reserve the right to send electronic mail or other messages to you and to other users. The purpose of these communications may include but is not limited to:

i)   To provide information to you regarding products or services offered by our affiliates or partners;

ii)  To inform you about any of our related products or services;

iii)  To provide you with information about any item that we think, in our sole discretion, may be of interest to you. 

 

3)  PAYMENT TERMS 

a)  Tickets: Users may register for an account free of charge, but users must pay for Tickets to participate in Hunts. The price of Tickets is prominently displayed on the App before purchase. Registered users may only purchase Tickets at the currently using Apple Pay. All previous offers or discounts are unavailable once removed from the App. The features and rights associated with Tickets are prominently displayed on the App. Registered users that purchase Tickets will only have access to the features and rights associated with the purchased Ticket as listed on the App at the time of purchase. Specifically, registered users that purchase Tickets will only be eligible to compete in the Hunt associated with that Ticket, and not in any other Hunt on any other date or at any other location. We reserve the right to change, add, or remove any and all Hunts and to change the date and/or location of any Hunt, at any time, for any reason. If you purchase a Ticket, you understand and agree that you are responsible for and will pay any fees, charges, or penalties associated with your Ticket using Apple Pay, immediately when due in accordance with our stated billing policy, or that of our third-party billing agent. Your card issuer agreement may contain additional terms with respect to your rights and liabilities as a card holder. You agree to pay any and all amounts due immediately upon cancellation or termination of your account. We reserve the right to make changes at any time to our fees and billing methods for purchases made through the App, including the addition of supplemental charges for any Content or Services provided by the App, with or without prior notice to you.

b)  Refunds: You understand and agree that purchases are considered final and nonrefundable at this time. We reserve the right to address any refund request in our sole discretion.

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

d)  Changes to your Billing Information: You must promptly inform our third-party billing agent of all changes, including, but not limited to, changes in your address and changes in your payment method used in connection with purchases of Tickets or other Services, if applicable. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we or any of our authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the App and Services, as well as subjecting you to criminal and civil liability. You are responsible for any credit card charge backs, payment disputes, dishonored checks and any related fees that the App incurs with respect to your account, along with any additional fees and/or penalties imposed by our third-party billing agent. If you fail to reimburse us for any credit card chargebacks, payment disputes, dishonored checks, or related fees within thirty (30) days of our initial demand for reimbursement, you agree that you will pay us one hundred dollars ($100) in additional liquidated damages as well as any costs incurred by us for each fee incurred.

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

f)  Stolen Cards and Fraudulent use of Credit Cards: We take credit card fraud very seriously. Discovery that any user has used a stolen or fraudulent credit card will result in the notification of the appropriate law enforcement agencies and termination of such user’s account.

 

4)  ACCEPTABLE USE POLICY 

The following are some—though not all—of the violations that may result in our terminating your access to the App. While using the App, you will not:

1.  violate the Rules;

2.  use the App, Services, or Materials for any unlawful purpose or in any way that is prohibited by this Agreement, engage in any activity that is violative of any applicable law or regulation of any applicable governmental body, nor fail to comply with orders, judgments, or mandates from courts of competent jurisdiction;

3.  use the App for any purpose other than to access the App as offered by the App;

4.  post, upload, or share content that is harmful, inaccurate, threatening, abusive, vulgar, violent, indecent, harassing, hateful, menacing, scandalous, inflammatory, blasphemous, racially or ethnically offensive, likely to cause annoyance, intimidation, alarm, embarrassment, distress, discomfort, or inconvenience, otherwise just plain nasty or objectionable, or any materials that, in the App’s sole discretion, is otherwise inappropriate;

5.  post, upload, or share content that depicts, advertises, promotes, encourages, facilitates, or solicits (real, simulated, or implied) (i) nudity or sexual content of any kind; (ii) illegal or illicit drugs; (iii) suicide or self-harm; (iv) any other illegal behavior or behavior that may be considered obscene under applicable law;

6.  impersonate another individual or entity, whether actual or fictitious; falsely claim an affiliation with any individual or entity; access or attempt to access the accounts of others without permission; misrepresent the source, identity, or content of information transmitted via the App; or perform any other similar fraudulent activity;

7.  circumvent, disable, damage, or otherwise interfere with the operations of the App, any user’s enjoyment of the App, or the App’s security-related features or features that prevent, limit, or restrict use or copying of any materials or content, or features that enforce limitations on the use of the App or the Content on it, by any means, including, but not limited to, posting, linking to, uploading or otherwise disseminating viruses, adware, spyware, works, logic bombs, Trojan horses, worms, harmful components, corrupted data, or other malicious code, file, or program designed to interrupt, destroy, limit, or monitor the functionality of any computer software or hardware or any telecommunications equipment;

8.  delete indications or notices regarding the copyright or other proprietary rights on the App, or any third-party content, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any information you transmit;

9.  reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the App or any part of it, except and only if that activity is expressly permitted by applicable law despite this limitation;

10.  access or use any automated process (such as a robot, spider, scraper, or similar) to access the App in violation of the App’s robot exclusion headers or to scrap all or a substantial part of the App’s Content (other than in connection with bona fide search engine indexing or as the App may otherwise expressly permit);

11.  modify, adapt, translate, or create derivative works based on the App or any part of it, except and only if applicable law expressly permits that activity despite this limitation;

12.  commercially exploit or make available the App or its content to third parties including, but not limited to, any action or attempt to “frame” or “mirror” the App;

13.  take any action that imposes or may impose (in the App’s sole discretion) an unreasonable or disproportionately large load on the App’s technology infrastructure or otherwise make excessive demands on it; and

14.  attempt to do any of the acts described in this section or assist or permit any person in engaging in any of the acts described in this section.

Section 4(1)–4(14) are each individually referred to as a “Prohibited Use” and collectively referred to as the “Prohibited Uses.” Engaging in any Prohibited Use will be considered a breach of this Agreement and may result in immediate suspension or termination of the user’s account and access to the App or the platform without notice, in the App’s sole discretion. The App may pursue any legal remedies or other appropriate actions against the user if the user engages in any of the above Prohibited Uses or any unauthorized use of the App, including civil, criminal, or injunctive relief, and cancellation of your account. Any unauthorized use of the App and our computer systems violates the terms of this Agreement and certain international, foreign, and domestic laws.

  

5)  STIPULATED LIQUIDATED DAMAGES 

In various provisions in this Agreement, we have outlined liquidated damages amounts to be applied as penalties against you if you violate these specific provisions. You specifically agree to pay these amounts. In agreeing to pay liquidated damages, you acknowledge that this amount is not a penalty, that the actual damages are uncertain and difficult to ascertain, but that this amount represents the parties’ reasonable estimate of the anticipated actual damages.

 

6)  DISCLAIMERS/REPRESENTATIONS AND WARRANTIES 

a)  You expressly agree that use of the App, Services, or Materials is solely at your own risk. You also understand and agree that any Material obtained through the App or Services is obtained at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from obtaining such Material.

b)  The App, Services, and Materials are provided “as is” without warranty of any kind, either express or implied, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. 

c)  We make no representations or warranties that the App, Services, or Materials will be uninterrupted, timely, secure, or error free; nor do we make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the App, Services, or Materials. You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. We do not assume any responsibility or risk for your use of the Internet.

d)  We make no warranty regarding any goods or services purchased or obtained through the App and/or Services or any transaction entered into through the App and/or Services, and we are not responsible for any use of confidential or private information by sellers or third parties. 

e)  The warranties and representations set forth in this Agreement are the only warranties and representations with respect to this Agreement, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the parties or by operation of law, including warranties of merchantability and fitness for a particular purpose. None of these warranties and representations will extend to any third person.

 

7)  LIMITATION OF LIABILITY 

a)  In no event shall we (or our licensors, agents, suppliers, resellers, service providers, or any other subscribers or suppliers) be liable to you, or any other third party for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, revenue, or goodwill, which may arise from any person’s use, misuse, or inability to use the App, Services, or Materials, even if we have been advised of the probability of such damages. This is for any matter arising out of or relating to this Agreement, whether such liability is asserted on the basis of contract, tort or otherwise, even if we have been advised of the possibility of such damages.

b)  You further discharge, acquit, and otherwise release us, our parent company, agents, employees, officers, directors, shareholders, attorneys, and affiliates, from any and all allegations, counts, charges, debts, causes of action, and claims by you or any third party, relating in any way to the use of, or activities relating to the use of the App including claims relating to the following:

 

Negligence, gross negligence, reckless conduct, trespass, loitering, disorderly conduct, personal injury, destruction of or damage to personal property, intentional infliction of emotional distress, intentional interference with contract or advantageous business relationships, defamation, publicity rights, intellectual property infringement, misrepresentation, any financial loss not due to the fault of the App, missed meetings, unmet expectations, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the App, unavailability of the App, its functions and/or Services and any other technical failure that may result in inaccessibility to the App, or any claim based on vicarious liability for torts committed by individuals met on or through the App and Services, including fraud, theft or misuse of personal information, theft, cheating, or perjury.

 

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

c)  We expressly disclaim any liability or responsibility to you for any of the following:

i)    Errors, mistakes, or inaccuracies of content;

ii)   Personal injury or property damage of any nature resulting from your access to and use of the App or the Services;

iii)  Any third party’s unauthorized access to or alterations of your account, transmissions, or data;

iv)   Any interruption or cessation of transmission to or from the App;

v)    Any bugs, viruses, malware, Trojan horses, or the like that may be transmitted to or through the App by any person;

vi)   Any incompatibility between the App and your other services, hardware, or software;

vii)  Any delays or failures you may experience in initiating, conducting, or completing any transmissions to or transactions involving the App; or

viii) Any loss or damage of any kind incurred because of the use of any content posted, emailed, transmitted, or otherwise made available through the App.

d)  In no event shall our maximum total aggregate liability hereunder for direct damages exceed the price of the Ticket purchased by you. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. 

 

8)  INDEMNIFICATION 

a)  You agree not to engage in any activities that are illegal or wrongful. If we determine that you or any user has engaged in any illegal or wrongful activity, your ability to use the App, Services, and Materials will be terminated immediately without any reimbursement of any payment you may have made to us. We reserve the right to cooperate with law enforcement. We do hereby disclaim any liability for damages that may arise from any illegal or wrongful activity. You do hereby agree to defend, indemnify and hold us harmless from any liability that may arise for us should you violate any law or the rights of third parties.

b)  You also agree to defend and indemnify us should any third party be harmed by your illegal actions or should we be obligated to defend any claims including, without limitation, any civil, administrative, or criminal action initiated by any party based on your use of the App, Services, or Materials.

c)  You agree to defend, indemnify, and hold harmless us, our officers, directors, shareholders, employees, independent contractors, attorneys, telecommunication providers, and agents, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from your, or you under another person’s authority including without limitation to governmental agencies, use, misuse, or inability to use the App, Services, or Materials, or your breach of any of this Agreement. We shall promptly notify you by electronic mail of any such claim or suit and cooperate fully (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or suit at our own expense, and choose our own legal counsel, but are not obligated to do so.

 

9)  THIRD-PARTY LINKS 

a)  Some websites which are linked to the App are owned and operated by third parties. Because we have no control over such websites and resources, you acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse them, and are not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites or resources.

b)  You further acknowledge and agree that we 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 third-party content, goods, or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.

c)  You further acknowledge that use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by this Agreement or our Privacy Policy.

d)  Links to external websites or inclusions of advertisements do not constitute an endorsement by us of such websites or the content, products, advertising, or other materials presented on such App, but are for your convenience.

e)  You hereby agree to hold us harmless from any and all damages and liability that may result from the use of links that may appear on the App or via the Services.

 

10)  OUR INTELLECTUAL PROPERTY 

a) Trademarks: National Scavenger League, NSL, and our logos are considered trademarks owned by us. We aggressively defend our trademark rights. Other manufacturers’ product and service names referenced herein may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks. All of the marks, logos, domains, and trademarks that you find on the App and Services may not be used publicly except with express written permission from us and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits us.

b) Copyrights: Except for your Content, the Materials accessible from the App, Services, and any other App owned, operated, licensed, or controlled by us are our proprietary information and valuable intellectual property, and we retain all right, title, and interest in the Materials. The Materials may not be copied, distributed, republished, modified, uploaded, posted, or transmitted in any way without our prior written consent. Modification or use of the Materials except as expressly provided in this Agreement violates our copyrights. Neither title nor intellectual property rights are transferred to you by access to the App or Services. All Materials included on the App, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of App or our users and is protected by United States and international copyright laws, as well as other laws and regulations.  

 

11)  EXPORT CONTROL 

You understand and acknowledge that the software elements of the Materials on the App may be subject to regulation by agencies of the United States Government, including the United States Department of Commerce, which prohibits export or diversion of software to certain countries and third parties. Diversion of such Materials contrary to United States’ or international law is prohibited. You will not assist or participate in any such diversion or other violation of applicable laws and regulations. You warrant that you will not license or otherwise permit anyone not approved to receive controlled commodities under applicable laws and regulations and that you will abide by such laws and regulations. You agree that none of the Materials are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.

 

12)  JURISDICTION/DISPUTES 

a) Governing Law: This Agreement and all matters arising out of, or otherwise relating to, this Agreement shall be governed by the laws of the state of Michigan, excluding its conflict of law provisions. The sum of this paragraph is that any and all litigation permitted under this Agreement must be, without exception, initiated in Detroit, Michigan.

b) Venue: All parties to this Agreement agree that all litigation permitted under this Agreement shall be tried and/or litigated exclusively in the state and federal courts located in Detroit, Michigan.

i)    The parties agree to exclusive jurisdiction in, and only in, Detroit, Michigan.

ii)  The parties agree to exclusive venue in, and only in, Detroit, Michigan.

iii) The parties additionally agree that this choice of venue and forum is mandatory and not permissive in nature, thereby precluding any possibility of litigation between the parties with respect to, or arising out of, this Agreement in a jurisdiction other than that specified in this paragraph.

iv)  All parties hereby waive any right to assert the doctrine of forum non-conveniens or similar doctrines, or to object to venue with respect to any litigation permitted under this Agreement.

v)    All parties stipulate that the state and federal courts located in Detroit, Michigan shall have personal jurisdiction over them for the purpose of any litigation permitted under this Agreement that is not otherwise subject to the arbitration provisions

vi)   Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it, as contemplated by this paragraph by registered or certified mail, Federal Express, proof of delivery or return receipt requested, to the parties address for the giving of notices as set forth in this Agreement.

vii)  Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law if such enforcement becomes necessary. 

vii) Both parties acknowledge that remedies at law may be inadequate to provide an aggrieved party with full compensation in the event of the other party’s breach, and that in any litigation permitted under this Agreement, an aggrieved party shall therefore be entitled to seek injunctive relief, in addition to seeking all other remedies available at law or in equity.

 

13)  ARBITRATION PROVISIONS 

a)  If there is a dispute between the parties arising out of or otherwise relating to this Agreement, the parties shall confer and negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either party must submit the issue to binding arbitration in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association. Arbitral Claims shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by us under applicable worker’s compensation law, unemployment insurance claims, intellectual property claims, actions for injunctions, attachment, garnishment, and other equitable relief. The arbitration shall be confidential. The arbitration shall be conducted in Detroit, Michigan and conducted by a single arbitrator, knowledgeable in Internet and e-Commerce disputes. The parties shall be permitted to appear by telephone or videoconference to the extent permitted by the arbitrator. The arbitrator shall be willing to execute an oath of neutrality.

b)  The Arbitrator shall have no authority to award any punitive or exemplary damages; certify a class action; add any parties; vary or ignore the provisions of this Agreement; and shall be bound by governing and applicable law. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding.

c)  THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS. THE PARTIES HEREBY WAIVE ANY RIGHTS OR ABILITIES THEY MAY HAVE TO INITIATE OR PARTICIPATE IN ANY CLASS ACTION OR COLLECTIVE PROCEEDING.

d)  There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving party to the other party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.

 

14)  MISCELLANEOUS PROVISIONS 

a)  Notice: Any notice required to be given under this Agreement may be provided by email to a functioning email address of the party to be noticed, by a general posting on the App, or personal delivery by commercial carrier such as Federal Express. Notices by customers to us shall be given by electronic messages unless otherwise specified in the Agreement. Either party may change the address to which notice is to be sent by written notice to the other party pursuant to this provision of the Agreement. Notices shall be deemed effective upon delivery. Notices delivered by commercial carrier shall be deemed delivered on the business day following mailing. Notices mailed by United States Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices delivered by any other method shall be deemed given upon receipt. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are delivered one (1) hour after transmission if sent during the recipient's business hours, or 9:00 a.m. (recipient's time) the next business day. Either party may, by giving the other party appropriate written notice, change the designated address, fax number and/or recipient for any notice or courtesy copy, hereunder. Any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server, or overnight delivery service.

b)  >No Agency Relationship: Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein.

c)  Communications Are NOT Private: We do not provide any facility for sending or receiving private or confidential electronic communications. All messages transmitted to us shall be deemed to be readily accessible to the general public. Visitors should not use this App or Services to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into this App or Services can and may be read by the agents and operators of the App or Services, regardless of whether they are the intended recipients of such messages.

d)  Force Majeure: We shall not be responsible for any failure to perform due to unforeseen circumstances or causes beyond our reasonable control, including but not limited to: acts of God, such as fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; pandemics; war, riot, arson, embargoes, acts of civil or military authority, or terrorism; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, data breach, SPAM, malware, or any failure of a computer, server or software, for so long as such event continues to delay the App’s or Services’ performance.

e)  Assignment: The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be.

f)  Severability: If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of this Agreement will continue in full force and effect.

g)  California Residents: You may file a complaint with the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs online at www.dca.ca.gov or call 800.952.5210 to have a complaint form mailed to you. You understand and agree that by assenting to this Agreement, you waive any applicability of California Civil Code §1542 as it may be applied to your release of legal claims arising from your use of the Services.

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

i) Headings: All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.

j) Complete Agreement: This Agreement constitutes the entire agreement between the parties with respect to your access and use of the App, Services, and Materials, and supersede and replace all prior understandings or agreements, written or oral, regarding such subject matter.

k) Other Jurisdictions: We make no representation that the App, Services, or Materials are appropriate or available for use in other locations outside the App’s principal place of business, and access to them from territories where their content may be illegal or is otherwise prohibited. Residents of the Excluded States are ineligible to participate in Hunts. Those who choose to access the App and Services from such locations do on their own initiative and are solely responsible for determining compliance with all applicable local laws.

 

15)  Marketplace Terms Incorporated 

The following terms are required by the Apple and/or Google Marketplace terms for users that download the App using those platforms.

1)  GOOGLE MARKETPLACE TERMS 

If you access the App through the Google Play Store, you agree to the following additional terms of use required by Google: https://play.google.com/intl/en_us/about/play-terms.html

2)  APPLE IOS MARKETPLACE TERMS 

If you access the App through the Apple App Store, you agree to the following additional terms required by Apple:

a) The parties acknowledge that this Agreement is between you and us only, and not with Apple. We are solely responsible for the App, not Apple. Nothing in this Agreement conflicts with or supersedes the App Store Terms of Service.

b) The license rights granted herein are limited to a non-transferrable license to use the App on any Apple-branded products that you own or control as permitted by the Usage Rules set forth in the App Store Terms of Service, except that the App may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.

c) We, not Apple, are solely responsible for providing any maintenance and support services with respect to the App, as specified herein, or as required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

d) In the event of any failure of the App to conform with any applicable warranty, you may notify Apple, and Apple will refund any purchase price for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be your sole responsibility. 

e) We, not Apple, are responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (1) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App’s use of the HealthKit and HomeKit frameworks. 

f) In the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

g) You represent that you (i) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. 

h) We may be contacted at [National Scavenger League LLC, 2012 w North Ave Suite 201, Chicago Il 60647, 312.468.4754, info@scavengerleague.com

i) You must comply with applicable third-party terms of agreement when using the App.

j) The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. 

 

Nothing more follows.

 

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