Updated August 30, 2022
Z League Inc. ("Z League", "us", "we", or"our") organizes and/or hosts tournaments for casual players of interactive online games ("Tournaments"), either individually or as part of a team of Players ("Teams"). We also enable players who have a Z League account ("Players") to organize challenges against other Players or Teams to see who can make the most kills, stay alive the longest or prevail in other challenges (collectively, "Challenges"), to participate in solo games ("Arcades"), to opt in to Bounty Missions (as defined below) as part of their Tournament play and to interact with other users via various social features described below. (Tournaments, Challenges, Bounty Missions and Arcades are referred to collectively as "Competitions".)
These Terms contain a mandatory arbitration provision that, as further set forth in the "Arbitration" section below, requires the use of arbitration on an individual basis to resolve disputes. It does not allow jury trials or any other court proceedings or class actions of any kind.
We do not develop, publish or distribute games. Accordingly, to use the Service, you must have an active account at the third-party site or with the third-party service that provides or hosts the game (i) for any Competition in which you wish to participate or (ii) in connection with which you want to store, display or share your play statistics or otherwise use our Service (each such game, a "Game", and each such account, a "Game Account"), as well as an account with us (your "Z League Account"). Accordingly, your use of any Game to participate in any Competition or otherwise use the Service will be subject to both any agreement between you and the publisher of that Game (e.g., Activision Blizzard, Inc. in the case of Call of Duty: Warzone Competitions) (the "Publisher") and to these Terms.
The Games that we currently support can be found here. We may add Games to or delete Games from the Service at any time, in our sole and absolute discretion, without notice.
The types of Tournaments we support are described here. Some Tournaments are designed for individuals to compete against one another and some are designed for Teams of specific sizes to compete against one another (although we may also in our sole and absolute discretion allow Teams to compete against individuals and Teams of different sizes to compete against one another). Some Tournaments require individuals or Teams that compete therein to pay an entry fee and some are free. For some Tournaments, the entry fee may be credited from your Account Funds Balance, your Account Prize Balance or your Account Credit Balance (as those terms are defined below), at your discretion ("Credit Eligible Tournaments"), and for other Tournaments entry fees will only be accepted from your Account Funds Balance or Account Prize Balance.
Some Tournaments may support the option for you to opt-in to participate in quests to achieve a specified, pre-determined target (such as a minimum number of kills) that we set for you based on your Skill Level (as defined below) (a "Bounty Mission"). You may have the option to opt-in to any Bounty Mission at any time starting when you register for that Tournament until a short period (determined by us in our sole discretion) after the Tournament starts. To participate in a Bounty Mission, you will need to pay an entry fee in Credits (as defined below). Regardless of whether you win or receive any Prize for the Tournament, you will receive a Prize (as defined below) for the Bounty Mission in the form of Credits if you achieve the applicable pre-determined target, and you will receive no Prize for the Bounty Mission if you do not achieve that target.
As of the date that this version of these terms was published, Bounty Missions were available only for individual Players, regardless of whether that Player is participating in the applicable Tournament as part of a Team. We may in the future, in our sole discretion, launch Bounty Missions that can be played by groups of Players cooperatively.
Arcades are solo competitions in which you may win Credit Prizes if you achieve a target (such as a certain number of kills in a certain period of time) that we establish for you based on your Skill Level. Although you may play any number of Arcades, only the first Arcade played in any 24 hour period will be eligible for a Credit Prize. (Accordingly, an Arcade will not be prize-eligible if it is played within 24 hours after you played a prize-eligible Arcade.)
Your eligibility to participate in Competitions depends on various factors that may change from time to time, including how many times you have played the applicable Games, your age and your place of residence. These eligibility criteria vary depending on the type of Competition (e.g., free entry Tournaments with Credit Prizes (as defined below) may have different eligibility requirements than free entry Tournaments with Sponsored Prizes (as defined below), and all free entry Tournaments may have different eligibility requirements than Tournaments that require entry fees). These eligibility requirements may be found here. You represent, warrant and covenant that, based on your level of specific gaming experience, age and place of residence, you will satisfy all eligibility requirements for any Competitions that you enter. You acknowledge and agree that we may ban you from using the Service if we believe, in our sole and absolute discretion, that you may have attempted to mislead us in any way, including with respect to your eligibility to participate in any Competition.
We use a skill-ranking algorithm that assesses the skill level of each individual or Team that competes in any Competition (each, an "Entrant") based on profile information available from each participant’s Game Account (with the skill level of any Team determined based upon the skill level of each of its members) ("Skill Level"). For some Tournaments, we place Entrants of similar Skill Levels into divisions ("Divisions") to help ensure that all Entrants have a reasonable opportunity to do well.
For each Challenge, and for Tournaments that have no Divisions or that have large Divisions with a relatively wide range of Skill Levels, we may apply a skill-ranking algorithm (the "Equalizer") that is intended to give each Entrant a roughly equal chance of winning by multiplying the score of each Entrant by an amount that is inversely proportional to such Entrant’s Skill Level.
You acknowledge and agree that the Equalizer is not perfect, that we make no representations or warranties about the Equalizer, and that you or your Team might compete in Tournaments or Challenges against Entrants whose Skill Levels differ significantly from yours or your Team's.
You agree not to Cheat. "Cheat" means to (i) use hacks or other improper means to improve your performance in any Competition, (ii) engage in any activity with respect to any Game that violates any of our rules posted here, the Publisher’s rules or your agreement with the Publisher, (iii) mislead or attempt to mislead our skill-ranking algorithm so as to be placed in a Division or receive an Arcade or Bounty Mission target that is intended for Players whose Skill Level is lower than your actual Skill Level with respect to the applicable Game, including, but not limited to, by establishing secondary or multiple Game Accounts or by intentionally performing below your actual Skill Level on Games, or (iv) otherwise attempt to obtain for yourself or any other Entrant an unfair advantage in any Competition.
We will at all times have the right (but not the obligation) to attempt to detect Cheating at the conclusion of any Tournament, Arcade or Sponsored Challenge (or at any other time). If we believe in our sole and absolute discretion that you (or anyone on your Team) has Cheated in any Competition, we may disqualify you from receiving any Prizes awarded for that Competition and may reflect that you have Cheated and been disqualified on your Profile (as defined below). Further, we may ban you from participating in any Competitions or otherwise using the Service permanently or for any shorter period as we may determine in our sole and absolute discretion. Nothing in this paragraph limits any other rights or remedies that we may have if you Cheat.
We may, in our sole and absolute discretion, provide you with a means to appeal any decision to ban you from the Service, whether temporarily, permanently or indefinitely. We may determine in our sole discretion whether to consider any appeal and, if we do consider an appeal, whether to modify or reverse any ban or suspension. You understand that we may elect not to communicate with you regarding any appeal unless we decide in your favor. We have no obligation to provide you with an opportunity to appeal any of our decisions regarding Cheating or to respond to any attempted appeal.
We make no representation or warranty that (i) we will endeavor to detect Cheating or (ii) if we do endeavor to detect Cheating, (x) that we will discover all Cheating or (y) that all of our conclusions regarding or accusations of Cheating will be correct. Accordingly, you understand that (i) Entrants who compete against you in Tournaments or Challenges might Cheat, (ii) we might fail to discover that Cheating, (iii) we might accuse you (or others on your Team) of Cheating even if you (or they) have not Cheated, (iv) we may strip you of Prizes and ban you from future Competitions and the Service based on incorrect conclusions regarding Cheating, and (v) we will not be deemed to have breached these Terms as a result of, and we will have no obligation or liability whatsoever in connection with, any of the foregoing.
The Z Store
You may purchase certain digital goods and merchandise (collectively, "Products") at the Z Store (the "Store"), accessible here and via the Apps. Digital goods may include discount codes, exclusive channel chat access, cosmetics and the opportunity to host Tournaments. Merchandise may include branded apparel and other items.
All sales of digital goods are final, and you may not return any digital goods. Except as otherwise provided in our return policy, you may return unused physical merchandise within 30 days of purchase using the process described in that policy. The purchase price you paid for any merchandise that your return in compliance with our return policy will be credited to your Account Funds Balance, Account Prize Balance or Account Credit Balance (as those terms are defined below), as the case may be, less any payment transaction fee that we set in our sole and absolute discretion ("Transaction Fee").
Prizes are awarded in all Tournaments, prize-eligible Arcades and Bounty Missions and in certain Challenges ("Sponsored Challenges"). In some Tournaments and all prize eligible Arcades and Bounty Missions, such prizes ("Prizes") take the form of credits that can be applied against entry fees for future Competitions ("Credits") and for some Products ("Credit Eligible Products") or platform native items (such as virtual trophies and special avatars) ("Native Items"), and in other Tournaments and in Sponsored Challenges, Prizes may take the form of cash payments, merchandise or other in-kind awards (other than Credits) ("Sponsored Prizes"). Please note that the amount of Credits that you redeem in a given day may be capped.You acknowledge that Credits do not constitute your property and Credits are not transferable. Z League may modify the terms or benefits of Credits at any time without notice. Neither Credits nor Native Items may be converted into cash or withdrawn. Credits will expire 180 days after issuance. Neither Credits nor Native Items have any monetary value whatsoever and cannot be sold, purchased or bartered except as explicitly authorized by Z League.
Each Prize or Sponsored Prize that we advertise or announce for any Division of any Tournament is based on the assumption that such Division will be fully fielded. If your Division in any Tournament is not fully fielded, each Prize or Sponsored Prize for the winners in that Division may be reduced pro rata based on the actual number of Entrants in such Division. We will make commercially reasonable efforts to notify you of any such reduction before the applicable Tournament starts, but our failure to provide such notice will not be a breach of these Terms. We will under no circumstances be deemed to have breached these Terms or have any obligation or liability as a result of any Prize or Sponsored Prize reduction based on partially filled Divisions.
Some Tournaments cap the number of Teams or Players that may participate per Division, and some Tournaments do not cap the number of Teams or Players that may participate in each Division ("Uncapped Divisions"). You acknowledge that (i) your chances of winning may decrease as the number of participants in your Division increases, and (ii) we make no representation or warranty about the number of Teams or Players that will participate in any Uncapped Divisions.
Notwithstanding any other provision of these Terms, we have the right (but not the obligation) to withhold any Prize or Sponsored Prize from you if we believe in our sole and absolute discretion that awarding such Prize or Sponsored Prize might violate any law or regulation.
Each Player has a profile that includes the Player’s Name, statistics regarding the Player’s performance in Competitions and other information that we may obtain from your Z League Account or your Game Accounts ("Profile"). You may have the ability to post additional information to your Profile.
Each Player’s Profile may be viewed by each other Player. Additionally, Players may elect to receive a feed that provides them with information from the Profiles of the Players that they follow. You agree that we may make the information in your Profile publicly available.
We provide Players the ability to chat with other Players via the Service ("Chat"). Like all features of the Service, your use of Chat is at your sole risk.
Players may request us to place them on a Team for a particular Tournament using our Team Builder Service. In that event, we may form the Team for such Tournament based on Skill Levels and potentially other information we have about Players. We make no representation or warranty regarding other Players with whom we place you on any Team via Team Builder, that those other Players will choose to compete as part of that Team, or that we will fulfill any request you make to be placed on a Team for any particular Tournament.
For Players who want to form Teams themselves, we offer our Team Up Service. Players who participate in that Service ("Participating Players") provide us with information about themselves, such as their favorite games and languages they speak. Based on the information provided by each Participating Player, as well as their Skill Level and potentially other information about them, we provide Participating Players with suggestions regarding other Participating Players with whom they may be compatible. A Participating Player may then send a Chat to any other Participating Player with whom he or she is potentially interested in forming a Team. We do not vet Participating Players (beyond reviewing their Game Account profiles) and make no representation or warranty about any suggestions we make via the make via the Team Up Service.
The Service may enable Players to post comments or other materials, including, but not limited to, comments relating to Tournaments or in response to other comments posted via the Service and additions to your Profile (each, a "Post"). You retain ownership of the rights in or to your Posts.
You represent and warrant that you have the legal right to use any credit card(s) or other payment method(s) that you use in connection with any payment you make or purport to make to us. You further represent and warrant that all information that you provide in connection with any payment hereunder or any Sponsored Prize, including, but not limited to, your credit card or debit card number, the associated expiration date, your billing address, your billing zip code, your card security code and any bank account information, will be accurate and complete. You acknowledge and agree that (i) we may share any such information with third parties to facilitate any payment to or from you and (ii) in order to pay us, you may be required to (x) have an account with an independent payment vendor, (y) provide us personal information relating to such account and (z) pay a Transaction Fee.
All amounts that you pay to us will be credited to your Z League Account stored value balance (your "Account Funds Balance"), all cash Prizes that you win will be credited to your Z League Account prize balance (your "Account Prize Balance"), and any Credits that you win or otherwise receive will be credited to your Z League Account Credit balance (your "Account Credit Balance").
You may withdraw any amounts from your Account Prize Balance (subject to the provisions above regarding our Identity Verification Vendor and any associated fees) or apply those amounts towards entry fees for Tournaments and purchases of Products. However, you may not withdraw any amounts that you load into your Account Funds Balance (except as required by law) or from your Account Credit Balance. Rather, your Account Funds Balance and your Account Credit Balance are not refundable and may only be redeemed for specified goods and services from Z League.
In particular, you may apply amounts from your Account Funds Balance or your Account Credit Balance to the entry fees for Tournaments or the purchase price for Products (except that only your Account Funds Balance may be applied towards the purchase of Products that are not Credit Eligible Products or the entry fees for Tournaments that not Credit Eligible Tournaments), and we will debit your Account Funds Balance or Account Credit Balance (as the case may be) accordingly. Please note that you may not redeem a total of more than $2,000 of your Account Funds Balance or Account Prize Balance per day for fees or to purchase Products. The funds in your Account Funds Balance or Account Prize Balance do not expire and no fees apply. Credits that expire will be similarly deducted from your Account Credit Balance.
If you withdraw from any Tournament within 24 hours of the time that the Tournament starts, if you fail (or, except as provided below, any member of your Team fails) to show up for a Tournament, or if you are disqualified for Cheating or any other reason, any entry fees paid for that Tournament and for any related Bounty Missions will be forfeited. However, if you voluntarily withdraw from a Tournament at least 24 hours before the Tournament starts, or if another member of your Team that we organize via our Team Builder Service fails to show up for a Tournament, any entry fee that you paid for that Tournament and any associated Bounty Mission will be credited back to your Account Funds Balance, Accounts Prize Balance or Account Credit Balance, as the case may be, less any Transaction Fee.
You are solely responsible for ensuring that no Team names or usernames (collectively, "Names") that you use (or that any Team of which you are a member uses) violate the trademark or other intellectual property rights, privacy rights, rights of publicity, or other rights of any person. Further, you acknowledge and agree that Names may not be offensive, vulgar, obscene or controversial and may not in any event disparage any person or group on any basis, including, but not limited to, on the basis of race, nationality, ethnicity, sexual orientation, sexual identity or gender or otherwise violate these Terms (including the provisions of these Terms regarding our Code of Conduct). We reserve the right to reject any Name at any time, for any reason, in our sole and absolute discretion. Further, we may withdraw our acceptance of any Name upon notice to you at any time, for any reason, in our sole and absolute discretion. In that event, you will be required to promptly change your Name in order to participate or continue to participate in any Tournaments. Without limiting any of other rights or remedies, if we believe in our sole and absolute discretion that you intentionally selected (or participated on a Team that selected) a Name that is inappropriate or offensive or that could give rise to liability or impair our good name and reputation, we may ban you from using the Service.
If you believe that we have made an error in the score achieved in any Tournament by you or your Team, you may submit a notice of dispute as to your (or your Team’s) score using the process found here (the "Score Dispute Process") within one hour after the Tournament ends. If we determine that there was an error and we further determine that you were or your Team was denied a Prize that you or your Team would have received had such error not been made, we will issue that Prize to you or your Team.
If you fail to timely submit a scoring dispute in accordance with the Score Dispute Process, the initial score issued will be final and no longer subject to appeal. If you do timely submit a scoring dispute in accordance with the Score Dispute Process, our decision will be final and not subject to further appeal. We make no warranty that all scores will be correct or that we will correctly determine whether a scoring error was made or any Prizes were lost as a result. We will not be in breach of these Terms or have any liability whatsoever for any scoring error or any failure to identify or correct any such error or for any Prize that is lost as a result.
Service Changes, Suspension and Termination
You acknowledge and understand that we may regularly update, enhance, modify and otherwise change the Service, including by adding features or capabilities to or removing features or capabilities from the Service, or by changing our rules or policies relating to Competitions or other aspects of our Service, in each case without notice and in our sole and absolute discretion. Further, we may suspend or terminate your access to or use of the Service, including access to any Profile or other information of or about you, at any time, in our sole and absolute discretion, without notice.
No such change, suspension or termination shall be a breach of these Terms by us or give rise to any obligation or liability whatsoever on our part.
Additionally, you agree that (i) we may disclose your personal information that we gather or that you provide to us to our affiliates, provided that each such affiliate agrees or is required to protect, and to refrain from using or disclosing, such information except as expressly authorized hereunder, and (ii) that we and each of our affiliates may use such information for any internal purpose, including, without limitation, to improve the Services.
Warnings Regarding Posts and Chats
You acknowledge that any information you disclose in a Post or Chat (collectively, a "Communication") may be publicly available and that you should exercise caution in deciding whether to include any personal, financial or other sensitive information in any Communication. If you choose to include any of your personally identifiable or other information in a Communication, you do so at your own risk.
You acknowledge that we cannot prevent other Players from using Communications and personal information disclosed in any Communications, even if their use of that information violates the law or your personal privacy or safety. None of the Communications will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part, and we will not be liable for any use or disclosure of any Communications.
When viewing or responding to any Communications, you should not assume that people are who they say they are, know what they say they know or are affiliated with whom they say they are affiliated with. Information contained in Communications may not be reliable, and it is not a good idea to make any decisions based solely or largely on information you cannot confirm. We are in no way responsible for the content or accuracy of any information in any Communication and will not be responsible or liable in any way for or in connection with any decisions you make or actions that you take or forego based on such information.
We may and expressly reserve the right, but have no obligation, to monitor, review, analyze, store, alter or remove any Communication at any time, and to monitor, review or analyze your access to or use of any such Communications, in each case by manual, automated or other means, and in each case for any purpose. You acknowledge and agree that we have the right to disclose any information relating to any Communications, including, but not limited to, the circumstances surrounding its transmission and the identity of the person who initiated or received such Communication, to any third party for any reason or purpose.
You acknowledge and agree that a Communication is not an effective way to provide us notices or otherwise communicate with us and that we shall not be deemed for any purpose to have knowledge of any information in any Communication.
The Services, including, but not limited to, any Services relating to any Competition, the Site and the Apps, and all Products, are provided AS IS, without any warranties, except to the extent that we expressly state otherwise in writing in connection with any Product purchase. Without limiting the generality of the foregoing, Z League expressly disclaims (i) any warranty that the Service will be uninterrupted or error free and (ii) all implied warranties, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The duration of any implied warranty that is not effectively disclaimed will be limited to the longer of (i) thirty (30) days from the date that you first accept these Terms and (ii) the shortest period allowed under applicable law.
Some jurisdictions do not permit the disclaimer of implied warranties or limitations on how long an implied warranty lasts; therefore, some or all of the provisions of this section may not apply to you.
When creating your Z League Account, you will be required to select a username, password and potentially other identifying information to control access to your Z League Account ("Access Credentials"). You must not disclose your Access Credentials to anyone. You are responsible for keeping your Access Credentials secret. To the maximum extent permitted by law, you are exclusively responsible for all activities that occur in or using your Z League Account and accept all risks of any unauthorized access to your Z League Account. You must notify us immediately upon becoming aware of any breach of security or unauthorized access to or use of your Access Credentials or Z League Account.
Code of Conduct
post or transmit any Communication or other content or use any Name that is, or that we consider in our sole discretion to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, immoral, obscene, pornographic, hateful, threatening or otherwise objectionable, including, but not limited to, anything that denigrates any group defined by race, religion, gender, national origin, sexual orientation or sexual identity, and further including, but not limited to, Communications or Names that include expressions of bigotry, prejudice, racism, hatred or excessive profanity or that are obscene, lewd, lascivious, violent or harassing;
violate any local, state, federal, national or international law;
sell or promote any products or services;
introduce or transmit viruses, worms, Trojan horses or other malware;
display material that exploits children;
infringe or otherwise violate any copyright, patent, trademark, service mark, trade secret or other intellectual property right, right of publicity, moral right or other right of any individual or entity ("person");
promote, solicit or participate in multi-level marketing or pyramid schemes;
harass, embarrass, defame or cause distress or discomfort to another Player or other person;
impersonate any other person;
publish or disclose any personally identifying information or private information about anyone without their consent (or their parent’s consent in case of a child under 18 years of age); or
publish or transmit any unsolicited advertising, promotional materials or any other forms of solicitation.
You will be responsible for and will pay us the amount of any loss, damage, fine, penalty, liability, cost or expense (including, but not limited to, reasonable attorneys’ fees) (collectively, "Losses") arising out of or in connection with your participation in any Competition or any other use of the Service, the Site or the Apps, including, but not limited to, your selection of Team name, any Communication and any content, link or other matter that you post via the Service, the Site or the Apps, but excluding any Losses to the extent attributable to our breach of these Terms or violation of law.
Amendments to these Terms
We may change these Terms at any time by posting a new version of these Terms. We will make reasonable efforts to make our community of users aware of any changes to these Terms.
The version of these Terms that governs your participation in any Competition and your use of the Services, the Site or the Apps in connection with that Competition will be the version that is current when you enter that Competition. Your other use of the Services, the Site or the Apps (i.e., any use that is not associated specifically with a particular Competition) will be subject to the version of the Terms in effect at the time of such use.
Contests, Sweepstakes and Promotions
Promotions may be available for a limited time.
We grant you a nonexclusive, limited, revocable, terminable, personal, non-assignable license under our intellectual property rights to use the Service solely in accordance with these Terms, without any right to grant sublicenses. We reserve all rights not expressly granted in this paragraph. You acknowledge that any use of the Services in violation of these Terms may both violate these Terms and infringe our intellectual property rights.
For each Communication, your hereby grant to us a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, fully-paid-up right and license to create derivative works based upon such Communication and to duplicate, publicly display, publicly perform, distribute, transmit and otherwise use, commercialize and exploit such Communication or derivative work in any way for any purpose, including for commercial or promotional purposes, without notice or compensation to you or any third party, at our sole discretion. You irrevocably waive any moral rights or other rights with respect to attribution of authorship or integrity of materials regarding all Communications that you may have under any applicable law or legal theory.
Links to Other Web Sites
The Service may contain links to third-party web sites or services that are not owned or controlled by Z League. No such link should be construed as an endorsement of any type.
Please read this provision very carefully. It limits your rights in the event of a dispute between you and us.
"Country of Residence" for purposes of this agreement to arbitrate means the country in which you hold citizenship or legal permanent residence; provided that if you have more than one country of citizenship or legal permanent residence, it shall be the country in which you hold citizenship or legal permanent residence with which you most closely are associated by permanent or most frequent residence.
We want to address your concerns without the need for a formal dispute resolution process. Before filing a claim against us, you agree to try to resolve the Dispute informally by contacting us in writing at 113 Cherry Street, PMB 94933, Seattle, WA 98104, or via e-mail at [email protected], to notify us of the actual or potential Dispute. Similarly, we will undertake reasonable efforts to contact you to notify you of any actual or potential dispute to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the "Notifying Party") will include in that notice (a "Notice of Dispute") your name (to the extent known), the Notifying Party’s contact information for any communications relating to such Dispute (including for the Notifying Party’s legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party (the "Notified Party") to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.
If, notwithstanding the Notifying Party’s compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of these Terms, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such Dispute.
Unless you opt out of this agreement to arbitrate as provided below, you and we each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, subject to the exceptions set forth below.
If you do not wish to be subject to this agreement to arbitrate, you may opt out of this arbitration provision by sending a written notice to us at 113 Cherry Street, PMB 94933, Seattle, WA 98104 , or via e-mail at [email protected], within thirty (30) days of the first time you accept these Terms (or any prior version of these Terms) or, if earlier, your first use the Service. You must date the notice and include your first and last name, address, and a clear statement that you do not wish to resolve disputes with us through arbitration. If no notice is submitted in the manner described above by the 30-day deadline, you will have irrevocably waived your right to litigate any Dispute except with regard to the exceptions set forth below. By opting out of the agreement to arbitrate, you will not be precluded from participating in any Tournament or Challenge or from otherwise using any Service, the Site or the Apps, but you and we will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.
The arbitration procedure depends on your Country of Residence.
If your Country of Residence is the United States:
You and we agree that the American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought ("AAA Rules"). Those rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available in an individual lawsuit, other than remedies that you effectively waived pursuant to these Terms. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other of our customers or users, as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. In that event, each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as may be and to the extent otherwise required by law, the arbitration proceeding and any award shall be confidential.
You and we further agree that the arbitration will be held in the English language in Washington D.C. or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. If we elect arbitration, we shall pay all of the AAA filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the AAA Rules, or in accordance with countervailing law if contrary to the AAA Rules. However, if the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator(s) finds that either the substance of your claim or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). In such circumstances, fees will be determined in accordance with the AAA Rules. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided herein or required by law. If your Country of Residence is the United States, this agreement to arbitrate shall be construed under and be subject to the Federal Arbitration Act (U.S. Code Article 9), notwithstanding any other choice of law set out in these Terms.
If your Country of Residence is any country other than the United States:
The Dispute will be referred exclusively to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre (BCICAC) pursuant to its applicable Rules posted here: http://bcicac.com. The appointing authority will be the British Columbia International Commercial Arbitration Centre. There will be a single arbitrator who shall be a practicing B.C. lawyer. Arbitration will take place in the English language in Vancouver, British Columbia, Canada. You may choose to have the arbitration conducted via videoconference, telephonically or via other remote electronic means. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. The BCICAC Rules will govern payment of all arbitration fees, or arbitration fees will be paid in accordance with the countervailing law of your Country of Residence if contrary to the BCICAC Rules.
Regardless of your County of Residence or the rules of a given arbitration forum, you and we agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor we may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against us will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time. To the maximum extent permitted by applicable law, neither you nor we shall be entitled to consolidate, join or coordinate disputes by or against other individuals or entities with any Disputes, or to arbitrate or litigate any Dispute in a representative capacity, including as a representative member of a class or in a private attorney general capacity. In connection with any Dispute, any and all such rights are hereby expressly and unconditionally waived. Without limiting the foregoing, any challenge to the validity of this paragraph or otherwise relating to the prohibition of Collective Arbitration shall be determined exclusively by the arbitrator.
Notwithstanding the agreement between you and us to arbitrate Disputes, you and we each retain the following rights:
- If your Country of Residence is the United States, you and we retain the right (A) to bring an individual action in small claims court; and (B) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
- If your Country of Residence is not the United States, you and we may assert claims, if they qualify, through the small claims process in the courts of your Country of Residence. Further, as applicable, this agreement to arbitrate does not deprive you of the protection of the mandatory provisions of the consumer protection laws in your Country of Residence; you shall retain any such rights and this agreement to arbitrate shall be construed accordingly.
- Except as otherwise required by applicable law or provided in these Terms, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and we agree that any judicial proceeding may only be brought in a court of competent jurisdiction in New York, New York. Both you and we consent to venue and personal jurisdiction in New York, New York. Notwithstanding the foregoing, either party may bring any action to enforce its intellectual property rights or confirm an arbitral award in any court or administrative agency having jurisdiction.
This agreement to arbitrate shall survive the termination or expiration of these Terms. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. If a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of these Terms not specifically related to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.
If your Country of Residence is the United States, these Terms shall be governed by and construed in accordance with the laws of the state of Delaware applicable to contracts entered into and performed in Delaware by residents thereof; provided that, as provided above, all provisions hereof related to arbitration shall be governed by and construed in accordance with the Federal Arbitration Act (U.S. Code Title 9). If your Country of Residence is not the United States, these Terms shall be governed by and construed in accordance with the laws of Ontario, Canada, applicable to contracts entered into and performed in Ontario by residents thereof.
Exclusion of Damages and Limitation of Liability
In no event shall Z League, its affiliates, service providers or licensors, or their respective directors, shareholders, members, officers, employees, agents or representatives, be liable under these Terms or otherwise to you in connection with any Competition, the Service, the Site or the Apps, for: (i) any amounts greater than the value of the fees paid by you to us during the one hundred eighty (180) days immediately preceding the date of any claim giving rise to such liability or (ii) any lost profits or any special, incidental, indirect, consequential, exemplary or punitive damages, in either case whether based in contract, tort (including but not limited to negligence), strict liability, or otherwise, even if an authorized representative of Z League has been advised of, or knew of, or should have known of, the likelihood of such damages. Some jurisdictions do not permit the exclusion or limitation of incidental or consequential damages; therefore, some or all of the limitations in this paragraph may not apply to you.
If you breach these Terms and Z League chooses not to immediately respond, or chooses not to respond at all, Z League will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. No failure to act or delay in acting by Z League will be deemed to be a waiver of any type.
Z League is not responsible for, and shall not be deemed to have breached these Terms, by reason of anything caused by circumstances beyond Z League’s reasonable control, including, but not limited to, the unlawful, dishonest, fraudulent or malicious acts of any third persons, natural disasters, failure of telecommunications or other infrastructure or services, war, riot, civil unrest, labor disturbances, pandemic, changes in law, or the acts of any court or other governmental actors.
You may not assign, sub-license or otherwise transfer any of your rights under these Terms. Z League may assign these Terms at any time, in its sole and absolute discretion, without notice.
Except as provided above with respect to the provisions of these Terms prohibiting Collective Arbitration, if any provision of these Terms is held to be invalid, ineffective or unenforceable by a court of competent jurisdiction or arbitrator, the remaining provisions of these Terms will remain valid, effective and enforceable.
We welcome questions, comments and other feedback about these Terms and the Services, including ideas, proposals, suggestions or other materials ("Feedback"). However, you acknowledge and agree that we will treat all Feedback as non-confidential, and you hereby grant us a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid-up license to create derivative works based upon any of your Feedback and to reproduce, publicly display, publicly perform, use, commercialize, disclose, import and distribute such Feedback and derivative works in any way and for any purpose, and to assign or otherwise transfer such license or otherwise authorize others to do any of the foregoing, without notice or obligation to you. You further acknowledge and agree that your provision of Feedback is gratuitous, unsolicited and without restrictions, and does not place us under any fiduciary or other obligation.
These Terms (including any documents incorporated into these Terms by reference) constitute the entire agreement between you and us regarding the Service, including, but not limited to, any Competition, the Site and the Apps. If there exists any prior agreement, whether oral or written, regarding the Service, that prior agreement is replaced by these Terms.
Important Note to New Jersey Consumers
If you are a consumer residing in New Jersey, the following provisions of these Terms do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) the disclaimer of liability for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code and New Jersey Consumer Fraud Act); (b) the limitations of liability for lost profits or loss or misuse of any data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act); (d) the requirement that you indemnify Z League and the other indemnified parties (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); and (e) the governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).
Notice to California Residents
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service. For clarity, you remain obligated to arbitrate your Dispute in accordance with these Terms if your complaint is not resolved.
If you have any questions about these Terms, please contact us.