NOTE: SPYR wants to point out that by accepting these Terms, you and SPYR are agreeing to arbitrate any dispute between us, and you are giving up your right to go to court either individually (except for matters that may be taken to small claims court) or as part of a class action. See the Dispute Resolution and Arbitration section below for details.
1. Eligibility and RegistrationExcept as set forth below, you must be at least 18 years old to use the Site or the Services. “Services” include entering a user name, playing in asynchronous or synchronous multiplayer matches, adding your social media profile, inviting friends to join our community, participation in leaderboards or competitions, text chat, emotes, or other forms of interaction may be restricted, access to certain features or participation in events (in game or externally) will be based on your age and permissions set by your guardian. If you are under 18, you may use the Services only with permission of a parent or guardian. SPYR allows users to access and view the Sites without registering but for purposes of actual game play for certain game or to purchase Virtual Items, registration is necessary. You can register through Facebook or Google and we may require you to have a unique user name and password combination.
3. OwnershipSPYR and any of its parent companies, subsidiaries and its affiliates, and any of their successors and assigns, and any of their respective licensors, advertisers, suppliers, and operational service providers own, have licensed, or otherwise have rights to all of the content that appears on the Sites and in the Games and all such content is legally protected, without limitation, under U.S. Federal and state law, as well as applicable foreign laws, regulations and treaties. This includes all site software, design, text, images, photographs, illustrations, audio and video material, artwork, items, graphic material, databases, applications, proprietary information and all copyrightable or otherwise legally protectable elements of the Sites and in the Games. You agree that you have no right or title in or to any such content, including without limitation any other attributes associated with any Account or stored on the Service. Any and all content, and all material or information, that you submit (e.g. by uploading or transmitting) to SPYR (collectively, “the Content”) shall be deemed, and shall remain, the property of SPYR and/or its third-party providers from the moment of creation.
4. Conditions of UseYou will not, nor will you allow third parties on your behalf to: (a) make or distribute copies of any of the Sites, Games or other applications to which these Terms of Service apply; (b) attempt to copy, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange or translate any of the Sites, Games or other application to which these Terms of Service Apply; or (c) create derivative works of any of the Sites, Games or any other application to which these Terms of Service Apply of any kind whatsoever. The Sites and Games are currently made available to you free of charge with an option to pay for virtual currency. SPYR reserves the right to amend or withdraw any Game(s) or charge for the application or service provided to you in accordance with these terms, at any time and for any reason. You acknowledge that the Terms of Service with your respective mobile network provider (“Mobile Provider”) will continue to apply when using any SPYR Site or Game. As a result, you may be charged by the Mobile Provider or other third-parties for access to network connection services for the duration of the connection while accessing the Site or Game. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access the Site or Game, you will be assumed to have received permission from the bill payer for using the Site or Game.
5. International Conditions of UseThis Site is controlled and operated by SPYR from its offices within Colorado, United States of America. SPYR makes no representation that the Sites, Games, or related information offered by SPYR are appropriate or available in other locations. Those who choose to access the Sites or Games from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
6. Contest, Sweepstakes, Auctions and PromotionsOccasionally, SPYR or a Site or Game’s operational service providers, suppliers, or advertisers, may conduct promotions on or through the Sites or Games, including, without limitation, auctions, contests and sweepstakes ("Promotions") which may be subject to additional terms and/or rules.
7. AdvertisingYou acknowledge and agree that the Sites and/or the Games may contain advertisements. Clicking a hyperlink may direct you away from the Sites or Games. Also, other sites may have different terms of service and different privacy policies. If you elect to have any business dealings with anyone whose products or services may be advertised on the Sites and/or in the Games, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that SPYR shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings. You shall be responsible for obtaining access to the Sites and/or the Games and acknowledge that such access may involve third-party fees (such as Internet service provider access or data fees). You shall be solely responsible for any such fees and also for obtaining any equipment that is required to access the Sites and/or the Games.
8. Mobile ApplicationsIf you downloaded any SPYR Mobile Game(s) App on the Apple App Store, see section (b). (a) SPYR hereby grants to you, the user, a personal, noncommercial, nontransferable license to use one (1) copy of the SPYR Game(s) solely on the mobile device and for no other purpose, provided that you keep intact all copyright and other proprietary notices. All SPYR Game(s) are owned by SPYR and/or its developers and are protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the SPYR owned Game(s) is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SPYR GAME(S) TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the SPYR Game(s), and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or reexport the Game(s) or any part thereof, directly or indirectly, to any countries, individuals or organizations that are subject to USA export restrictions. You hereby authorized SPYR to access and use the address book, contact lists or other similar items contained in the devices to which you have downloaded the SPYR Game(s) for purposes of confirming your use of the SPYR Game(s). (b) This Section (b) only applies to you if you have downloaded and use any SPYR Game(s)from the Apple App Store. SPYR and you acknowledge that these Terms are entered into solely between you and SPYR, and not with any third party, including Apple, Inc. These Terms are not intended to provide for usage rules for the Game(s) or any part thereof that are less restrictive than, or otherwise conflict with, the Usage Rules set forth for Licensed Applications in the App Store Terms of Service as of the date hereof (which you acknowledge you have had the opportunity to review and accept). Subject to all the terms and conditions herein, SPYR hereby grants you a personal, limited, noncommercial, nonexclusive, nonsublicensable, nonassignable, revocable license to download, install and use one (1) copy of the SPYR Game(s) , in object code form, only on your App Store compatible device (the "Device") for the sole purpose of personally using the SPYR Services and as permitted by the Usage Rules set forth in the App Store Terms of Service as of the date hereof. You acknowledge that, in the event of any third-party claim that the SPYR Game(s) or your possession and use of the SPYR Game(s) infringes any third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You further acknowledge that Apple has no responsibility for addressing any claims relating to any of the SPYR Game(s) or your possession and/or use of the SPYR Game(s) or Mobile Services, including but not limited to (a) product liability claims; (b) any claim that the SPYR Game(s) fails to conform to any applicable legal or regulatory requirement; and (c) any claims arising under consumer protection or similar legislation. Only with respect to SPYR Game(s) distributed through the Apple App Store, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these terms, and that, upon your acceptance of the terms and conditions of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against you as a third-party beneficiary hereof.
9. Virtual Currency and Items and Subscriptions/MembershipsYou may have the opportunity to use virtual, in-game or in-app currency ("Virtual Currency") or license a variety of virtual, in-game or in-app items ("Virtual Items") that can be used through the SPYR Game(s) or Site(s). You may be required to pay a fee to obtain Virtual Items or Virtual Currency. You have no property interest in any Virtual Currency or Virtual Items. Any purchases of Virtual Currency or Virtual Items (whether through actual monetary transactions or accumulation through membership benefits or gameplay) are purchases of a limited, nontransferable, revocable license to use such Virtual Items or Virtual Currency within the applicable SPYR Game(s). Virtual Currency and Virtual Items may not be transferred or resold for commercial gain in any manner, including, without limitation, by means of any direct sale or auction service. Virtual Currency and Virtual Items have no monetary value and cannot be used to buy products or services other than within the applicable SPYR Game(s). Virtual Currency and Virtual Items cannot be refunded or exchanged for cash or any other tangible value. If you do not redeem your Virtual Currency or Virtual Items, so long as your SPYR account remains active and in good standing, you may be offered an opportunity to convert any unused Virtual Currency or Virtual Items into one or more in-game or other options determined by SPYR in its sole discretion. All Virtual Currency and Virtual Items are unconditionally forfeited if your SPYR account is terminated or suspended for any reason, in SPYR’s sole discretion, or if SPYR discontinues any Virtual Currency or Virtual Item program. SPYR has no liability for hacking or loss of your Virtual Currency or Virtual Items. SPYR has no obligation to, and will not, reimburse you for any Virtual Currency or Virtual Items lost due to your violation of these terms and conditions. SPYR reserves the right, without prior notification, to limit the order quantity on any Virtual Currency or Virtual Items and/or to refuse to provide you with any Virtual Currency or Virtual Items. Price and availability of Virtual Currency and Virtual Items are subject to change without notice.
Memberships/Subscriptions. By purchasing a membership or subscription that renews, you acknowledge and agree that your membership or subscription will automatically renew and, unless you cancel your membership you hereby authorize SPYR to charge the payment method associated with your Account for your membership/subscription renewal. SPYR will notify you by email prior to each renewal of your membership/subscription that has a duration of 6 months or more. (SPYR may also notify you prior to each renewal of your membership/subscription that has a shorter duration.) The period of the membership/subscription renewal and the cost of the membership/subscription renewal will be the same as your current membership/subscription period unless otherwise disclosed to you when you sign up for the membership/subscription. If you are playing on the web, you can cancel your membership at any time by going to the billing tab of the account settings page on our website and clicking cancel membership. If you are playing on a mobile device, you will need to cancel through iTunes if on an iOS device, or via the appropriate Android App Store more than 24 hours before the end of your membership period. If you cancel your membership/subscription, you receive the remainder of your period of membership that you’ve already paid for. We hope you enjoy your membership.
10. Indemnity, Disclaimer and Liability1. Indemnity. You agree that you will be responsible for your use of the Site(s), Games and Services, and you agree to defend and indemnify SPYR and its officers, directors, employees, consultants, affiliates, investors, business partners, subsidiaries and agents (together, the “Affiliated Parties”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of the Site(s), Games and Services; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property or proprietary right, publicity or privacy right, property right, or confidentiality obligation; or (d) any dispute or issue between you and any third party. SPYR reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with SPYR’s defense of that claim.
2. Disclaimers; No Warranties.
A. “As Is.” the Site(s), Games and Services AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH Site(s), Games and Services ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AFFILIATED PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO the Site(s), Games and Services AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH the Site(s), Games and Services, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE AFFILIATED PARTIES DO NOT WARRANT THAT the Site(s), Games and Services OR ANY PORTION OF the Site(s), Games and Services, OR ANY MATERIALS OR CONTENT OFFERED THROUGH the Site(s), Games and Services, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
B. No Responsibility. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPYR OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH the Site(s), Games and Services WILL CREATE ANY WARRANTY REGARDING ANY OF THE AFFILIATED PARTIES OR SPYR THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO the Site(s), Games and Services, YOUR DEALING WITH ANY OTHER USERS ON THE Site(s), Games and Services, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH the Site(s), Games and Services. YOU UNDERSTAND AND AGREE THAT YOU USE the Site(s), Games and Services, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH the Site(s), Games and Services AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH the Site(s), Games and Services), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT. THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
3. Limitation of Liability
A. No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AFFILIATED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, the Site(s), Games and Services OR ANY MATERIALS OR CONTENT ON the Site(s), Games and Services, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
B. Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT THE AGGREGATE LIABILITY OF THE AFFILIATED PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF the Site(s), Games and Services OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $1,000.
C. Basis of Bargain. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. FeedbackIf you provide SPYR. with any suggestions, comments or other feedback (the “Feedback”) relating to the Site(s) or the Games, SPYR may use such Feedback on the Site(s), in the Games, or in any other SPYR products or services (collectively, ”SPYR Offerings”). Accordingly, you agree that: (a) SPYR is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of you or any third party and you have all of the necessary rights to disclose the Feedback to SPYR, (c) SPYR (including all of its successors and assigns and any successors and assigns of any of the SPYR Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any SPYR Offerings, and (d) you are not entitled to receive any compensation or reimbursement of any kind from SPYR or any of the users of the Site(s) or the Games in respect of the Feedback.
12. Changes to the ServiceSPYR enhances and updates its Site(s) and Services often. We may change or discontinue the Site(s) or any Services, with or without notice to you.
15. Copyright and Trademark InformationThe Site(s), the Games, and the information and materials that they contain, are the property of SPYR and its licensors and vendors and are protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions and other intellectual property laws. All SPYR product names and logos are trademarks or registered trademarks of SPYR or its licensors All other company and product names and logos are trademarks or registered trademarks of their respective owners in certain countries. Nothing contained on the Site(s) or in the Games should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Site(s) or the Games or any materials displayed on the Site(s) or in the Games, through the use of framing or otherwise, except: (a) as expressly permitted by these terms and conditions; or (b) with the prior written permission of SPYR. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Site(s) or in the Games.
16. Dispute Resolution, Arbitration, No Class Actions, Applicable Law and JurisdictionNo Class Actions and Severability. YOU AND SPYR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. You and SPYR agree as follows: (a) neither you nor SPYR will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity; (b) no arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding; and (c) if the class action waiver or any part of this Section 16 is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.
Arbitration of Disputes
1. Agreement to Arbitrate. You and SPYR agree to arbitrate all disputes (except those exceptions specifically set out in the next subsection) between you and SPYR or its affiliates, except disputes related to SPYR’s intellectual property rights. You and SPYR empower the arbitrator with the exclusive authority to resolve any dispute, including without limitation any part of these Terms are void or voidable.
2. Disputes Excluded from Arbitration. You and SPYR agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit your or our right to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) file suit in a court of law to address an intellectual property infringement claim or to compel or uphold any arbitration decision hereunder. In such cases, neither you nor SPYR shall need to follow the informal negotiations procedure and timeline set out in the next subsection.
3. Informal Negotiations. To help get you and SPYR to a resolution and to control costs for you and SPYR regarding any dispute, you and SPYR agree to first attempt to informally discuss and try to negotiate a resolution to any dispute (except the disputes specifically set out below) for at least 60 days from when notice of the dispute is sent. Those informal negotiations will commence upon written notice from you to SPYR or SPYR to you. We will send our notice to your email address and physical address that you provided to SPYR (if any). You will send your notice to SPYR, Inc., 4643 S. Ulster Street, Suite 1510, Denver, CO 80237. After 60 days, you or SPYR may commence arbitration. If the dispute cannot be resolved within that time period, and if either you or SPYR desire to continue the dispute, the party desiring to continue the dispute shall commence arbitration.
4. Commencing Arbitration. If you and SPYR do not resolve a dispute by informal negotiation, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU AGREE THAT YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY AND GIVING UP YOUR RIGHT TO A CLASS ACTION. Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the “AAA Rules”). You can find more information at www.adr.org or by calling (800) 778-7879. Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.
5. Fees and Location. Each party will be responsible for their own arbitration filing fees. Any arbitration hearing will take place at a location to be agreed upon in Denver, Colorado, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; or (b) through a non-appearance-based telephone hearing. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse SPYR for all monies previously disbursed by us that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
6. During the arbitration, the amount of any settlement offer made by you or SPYR may not be disclosed to the arbitrator until after the arbitrator makes a final decision and award (if any).
7. Choice of Forum for Disputes That Are Not Subject to Arbitration. You and we agree that any action at law or in equity arising out of or relating to these Terms that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in Denver, Colorado, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.