MTgames Terms of Use

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE "TERMS"), WHICH ALONG WITH OUR PRIVACY POLICY AND ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY, THE "AGREEMENT") CONSTITUTE THE AGREEMENT BETWEEN YOU OR ANY ENTITY ON WHOSE BEHALF YOU ACCESS OR USE THE SERVICES DESCRIBED BELOW ("USER" OR "YOU"), AND METATOPE LLC ("METATOPE," "WE," "US," OR SIMILAR FORMS), GOVERNING YOUR USE OF THE MTGAMES PLATFORM; DOWNLOADING OR PLAYING GAMES MADE AVAILABLE IN THE MTGAMES ECOSYSTEM AT MTGAMES.IO OR AN APP STORE, BY METATOPE, IT'S AFFILIATES, OR PARTNERS; OR USING OTHER METATOPE SERVICES (THE "SERVICES" OR "MTGAMES PLATFORM"). THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SERVICES BETWEEN THE PARTIES AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. METATOPE AND USER ARE HEREINAFTER JOINTLY DEFINED AS THE "PARTIES" OR INDIVIDUALLY A "PARTY".

BY ACCESSING OR USING OR SUBSCRIBING TO USE THE MTGAMES PLATFORM AND SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY AND TO COMPLY WITH THESE TERMS. YOU AGREE TO THESE TERMS PERSONALLY AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT OR THAT YOU NAME AS THE USER WHEN YOU CREATE AN ACCOUNT FOR THE MTGAMES PLATFORM AND SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT AND TO BIND ANY SUCH COMPANY OR LEGAL ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS AND/OR USE THE MTGAMES PLATFORM AND SERVICES.

MetaTope may change these Terms from time to time at its sole discretion, and if it makes any material changes, it will update the date at the top of these Terms and maintain a current version on its website. All modifications will be effective when they are posted, and your continued accessing or use of any of the MTgames Platform and Services will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to these Terms, you must immediately stop accessing and using the MTgames Platform and all of the Services.

If you have any queries in relation to the MTgames Platform and Services, please contact us at [email protected].

ARTICLE I: DEFINITIONS AND RULES OF INTERPRETATION

The terms defined in this Section, whenever used in these Terms shall have the meanings set forth below:

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.
"hereof," "herein," "hereunder," "hereby" and words of similar import will, unless otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms.
"include(s)" and "including" shall be construed to be followed by the words "without limitation" unless the context requires otherwise.
"Laws" means all laws, statutes, legal requirements, guidance, ordinances, rules, rulings, regulations, judgments, injunctions, orders and decrees enacted, promulgated or issued by any Governmental Authority.
"or" shall be construed to be the "inclusive or" rather than "exclusive or" (i.e., shall be read as "and/or") unless the context requires otherwise.
"Person" means an individual or legal entity or person, including a government or political subdivision or an agency or instrumentality thereof.
"MTgames Currencies" means any "Credits, "Bits," "Cash," "Bonus Cash," "Deposits," "Funds" or any other form of virtual currency on the MTgames Platform in any amount (including any fractional amount) that is created and stored in digital format as a means of using the Services.

The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms.

ARTICLE II. THE MTGAMES PLATFORM

Section 2.1 Services.

The MTgames Platform functions as a closed network for users to engage in peer-to-peer and/or group skill-based gaming, where the players' abilities determine the outcome of the competition, for the possibility of winning MTgames Currencies based on the amount of MTgames Currencies risked to participate in the competition. The MTgames Platform consists of games of skill, where winners are determined by the criteria stated in each skill-based games' rules, and winners are determined by Users who use their skill and knowledge of the game to win the contest. To facilitate the MTgames Platform, various Services are provided, including, but not limited to, access to skill-based games, cash contests, Bits contests, free-to-enter contests, avatar management, account management, server and hosting architecture, contest and leaderboard tracking, matchmaking, the MTgames Currencies system, anti-cheat detection, and contest winner highlights.

To participate in paid contests on the MTgames Platform, User must fund their account to obtain MTgames Currencies, and User is only eligible to withdraw MTgames Currencies from the MTgames Platform as dictated by MetaTope in its exclusive discretion. MetaTope may, with or without notice to you: (1) modify, suspend or terminate your access to the MTgames Platform and the Services for any reason without liability; and (2) interrupt the operation of the MTgames Platform and the Services as necessary to perform maintenance, error correction, or other work.

Section 2.2 Conditions Precedent to MetaTope's Obligations to Perform Services.

MetaTope shall not have any obligation to provide the MTgames Platform and the Services at any time if the representations and warranties of User set forth in Article III hereinafter are not accurate and not complete. User acknowledges and agrees that the MTgames Platform and the Services provided by MetaTope are novel, experimental, and speculative, and that there is significant uncertainty regarding the application of existing Law to the Services. User is subject to approval by MetaTope and may be terminated as a User at any time in MetaTope's sole discretion.

Section 2.3 Third Party Services and Content.

By using the MTgames Platform, the Services, and/or the Website, User may also be using the resources, including products, services or content, and links contained in advertisements, banner advertisements, and sponsored links of one or more third parties (such third party resources or linking shall be referred to herein as the "Third Party Services"). Third Party Services are provided for User's convenience only and the availability of Third Party Services does not constitute an endorsement by MetaTope of the same. Third Party Services are not under MetaTope's control and, as such, are not considered part of our Services. MetaTope makes no representation or warranty regarding any Third Party Service, including its availability, security, or suitability for use with or in conjunction with the MTgames Platform and the Services. Any proprietary right or interest to any Third Party Service and any content provided therein belongs to that third party provider subject to any right or license User may hold as to such Third Party Service. If User decides to access or use a Third Party Service, User's activity and use is governed by the Third-Party Service's terms and conditions, not by those of MetaTope.

ARTICLE III: REPRESENTATIONS AND WARRANTIES OF USER; CONDITIONS OF PARTICIPATION

Section 3.1 Eligibility.

If User is an individual, User hereby represents and warrants that User is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these terms and to abide by and comply with these terms. If User is a business entity, User is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted. By registering for an account and/or using the Services, User is representing and warranting that User is of legal age in the jurisdiction in which User resides to engage in skill-based gaming (e.g., 18 years of age or older in the United States); User is a citizen or resident of a Country where skill-based gaming is legal; User is not a resident of a State or Country listed in Section 3.12 or any location not listed in Section 3.12 where skill-based gaming is illegal; User is not listed on any list of prohibited or restricted parties; User will abide at all times by these terms and any other agreements between User and MetaTope regarding the use of the Services or participation in skill-based games; and User is responsible for any and all tax liability that may arise based on use of the MTgames Platform and the Services.

If MetaTope determines that User does not meet the eligibility requirements of this section, then User is not authorized to use the MTgames Platform and the Services. MetaTope makes no representation that participation in skill-based gaming is lawful in any specific jurisdiction. If MetaTope determines that User does not meet the eligibility requirements of this section, in addition to any legal or equitable rights MetaTope may have, MetaTope reserves the right to terminate User's account, withhold or revoke MTgames Currencies associated with User's account and/or limit User's ability to withdraw.

Section 3.2 Power and Authority.

User has all requisite capacity, power, and authority to accept the terms and conditions of these Terms and to carry out and perform its obligations under these Terms. These Terms constitute a legal, valid, and binding obligation of User enforceable against User in accordance with its terms.

Section 3.3 Conditions of Participation.

In order to use the MTgames Platform and the Services, User must register for an account. By registering, User agrees to provide accurate, current, and complete information as prompted and maintain and promptly update their registration to keep data accurate, current, and complete. If User provides any information that is inaccurate, not current, or incomplete, or MetaTope has reasonable grounds to suspect such, MetaTope may deny User access and/or terminate User's account, in MetaTope's sole discretion.

User may establish, maintain, use, and control only one account on the MTgames Platform. Each account on the MTgames Platform may only be owned, maintained, used, and controlled by one individual. Users may not co- or jointly own accounts on the MTgames Platform. If MetaTope determines that User has opened, maintained, used, or controlled more than one account, MetaTope reserves the right to deny User access and/or terminate User's account, including withholding or revoking awarded MTgames Currencies, in MetaTope's sole discretion, in addition to any other rights or remedies available to MetaTope.

User agrees that the sole and specific purpose of creating an account for the MTgames Platform is to participate in skill-based gaming available on the Service. MetaTope may exercise its sole discretion to suspend or terminate User's account if MetaTope determines that User is depositing funds without the intention of using them in skill-based gaming available on the Service. MetaTope may, in its sole discretion, report such activity to relevant authorities.

Section 3.4 No Conflict; Compliance with Law.

User entering into these Terms does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any Law, regulation, decree or legal restriction, tax regulation or obligation, or any order or judgment of any court or other agency of government applicable to User, or contract or agreement to which User is a party or by which User is bound. User confirms in particular that it will fully comply with all applicable laws and regulations.

Section 3.5 Persons Subject to Sanctions Restrictions.

User is not, and is not owned or controlled by, or acting on behalf of, any other Person who is, identified on any list of prohibited parties under any applicable Law or by any applicable Governmental Authorities, such as, for example, the lists maintained by the United Nations Security Council, Switzerland's State Secretariat for Economic Affairs SECO, the U.S. government (including the Office of Foreign Assets Control of the U.S. Department of the Treasury's Specially Designated Nationals and Blocked Persons list), and the European Union (EU) or its member states. User warrants he is not, and is not owned or controlled by, or acting on behalf of, any other Person who is, located, ordinarily resident, organized, established, or domiciled in areas subject to comprehensive trade embargoes. User's MTgames Currencies are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any Law. Metatoe has the right, and may have a legal responsibility, to suspend or terminate services with Users subject to such sanctions restrictions.

Section 3.6 Non-Reliance.

User is knowledgeable, experienced and sophisticated in using and evaluating the Services and similar technologies. User has conducted its own thorough independent investigation and analysis of the MTgames Platform and Services and the other matters contemplated by these Terms in determining to use the MTgames Platform and Services and enter into these Terms, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Metatioe. It's the Users responsibility to configure their information technology in order to access the Services.

Section 3.7 Prohibited Activity.

User agrees to use the MTgames Platform and Services for its intended purpose and will not engage in, or attempt to engage in, (i) making commercial use of it or any of its content without express permission; (ii) hacking, gaining unauthorized access or introducing any kind of malicious code to it; (iii) reverse engineering or decompile (whether in whole or in part) any software available through it; (iv) making copies, modify, reproduce, transmit, alter or distribute all or any part of the Services or any material or information contained in it; (v) use them for any purpose that is unlawful; or (vi) use them in any manner that disrupts their operation. User acknowledges that MetaTope is not responsible for any damages, loss, or injury resulting from hacking, tampering, or otherwise unauthorized access or use of the MTgames Platform and Services or User's account.

In accessing the MTgames Platform and Services, User represents and warrants that User will not engage in any activity that interrupts or attempts to interrupt the operation of the MTgames Platform and Services. Any User who engages in, participates in, or displays behavior that may be interpreted, in MetaTope's sole discretion, as unfair methods in participating in the Services or in using the MTgames Platform, including, but not limited to, the use of unauthorized or altered software or hardware to assist play (e.g., bots, bot nets, and collusion with bots), intentionally poor play in certain games to achieve a competitive advantage, and/or collusion with other players, will be subject to immediate suspension and/or termination, in MetaTope's sole discretion. User's MTgames Currencies are subject to being forfeited, in MetaTope's sole discretion, and MetaTope may institute or seek legal or equitable relief, including by initiating civil and/or criminal proceedings, against User arising out of or based on User's conduct.

Section 3.8 Disqualification and Cancellation.

MetaTope reserves the right to cancel skill-based gaming contests, in MetaTope's sole discretion, without any restrictions.

MetaTope, in its sole discretion, may disqualify User from a skill-based gaming contest or the entire Service, require the return of any awarded MTgames Currencies, or suspend or terminate User's account if User engages in conduct that MetaTope deems, in its sole discretion, to be improper, unfair, fraudulent or otherwise adverse to the operation of the Service or any way detrimental to other Users. Improper conduct includes, but is not limited to: providing false information, including payment information; violating eligible payment method terms; tampering with the administration of the MTgames Platform and Services; harassing or spamming other Users; using proxy servers or other masking technology to mispresent User's identity or location; and misusing the MTgames Platform in any way, including by violating these Terms. User acknowledges that forfeiture and/or return of any MTgames Currencies shall in no way prevent MetaTope from informing relevant authorities and/or pursuing criminal or civil proceedings in connection with such conduct by User.

If for any reason the MTgames Platform and/or Services are not working as intended, MetaTope reserves the right to disqualify any User implicated in or relating to the cause of the issue, and/or to cancel, terminate, extend, modify, or suspend the skill-based gaming contest, and select the winner(s) from all eligible Users. If such cancellation, termination, modification or suspension occurs, notification may be posted on the Website.

Section 3.9 Deposits and Withdrawals.

By registering for an account, User agrees to provide MetaTope a valid name, date of birth, and other information as prompted during the account creation process, along with any other information MetaTope may demand.

MetaTope may conduct anti-fraud checks on User's playing patterns and deposits prior to permitting any withdrawal, and MetaTope may demand additional information before permitting a withdrawal. Withdrawals are limited and permitted only in the form and timing determined by MetaTope.

MetaTope, in its sole discretion, may limit the amount User may deposit into their account. When User makes deposits using a credit card, User represents that User is the authorized owner of such credit card. MetaTope is not liable for any loss caused by any unauthorized use of User's credit card or other method of payment by a third party (such as PayPal) in connection with the MTgames Platform and Services.

When User has participated in a promotion and/or receives a bonus, User may be required to play through User's deposit (by participating in skill-based gaming contests) whose total Credit amount equals the value of the deposit in order to receive the entirety of the Credit bonus.

Unless required by law, no refunds are given. Any attempt to defraud through the use of credit cards or other methods of payment, regardless of outcome, will result in immediate termination of User's account, forfeiture of MTgames Currencies, and, in MetaTope's sole discretion, pursuit of civil litigation and/or criminal prosecution.

Section 3.10 Disconnections.

MetaTope shall not be liable for any disconnection from the MTgames Platform and Services, including, but not limited to, failure or disconnection of computer, telecommunications services, internet, or otherwise. The Credit balance of User's account will at all times be as is recorded on MetaTope's server.

Section 3.11 User Conduct.

By using the MTgames Platform and Services, User represents and warrants that User will not use the MTgames Platform and Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by MetaTope. This includes, but is not limited to, the following, and User agrees not to:

abuse, harass, impersonate, intimidate or threaten other Users;
post or transmit, or cause to be posted or transmitted, any content that are infringing, libelous, defamatory, abusive, offensive, obscene, pornographic or otherwise violates any law or right of any third party;
use the MTgames Platform and Services for any unauthorized purpose, or in violation of any applicable law, including intellectual property laws;
post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any User;
create or submit unwanted email ("Spam") to any other Users;
infringe upon the intellectual property rights of MetaTope, other Users, or any third party;
post, email, transmit, upload, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed or functioning to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
use any robot, spider, scraper, sniping software or other automated means to access the MTgames Platform and Services for any purpose (except for RSS feed access) without our express written permission. Additionally, you agree that you will not: (1) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (2) interfere or attempt to interfere with the proper working of the MTgames Platform and Services or any activities conducted on the MTgames Platform and Services; or (3) bypass any measures MetaTope may use to prevent or restrict access to the MTgames Platform and Services;
use artificial means, including creating multiple user accounts, to inflate User's position and standing with the MetaTope leader boards and community;
use unauthorized scripts;
advertise to, or solicit, any User to buy or sell any products or service, or use any information obtained from the MTgames Platform and Services in order to contact, advertise to, solicit, or sell to users without their prior explicit consent;
sell or otherwise transfer your account;
enter into contests, by any means including multi-accounting, for which you are ineligible;
use proxy servers or any other software or technology to misrepresent your identity or location in order to enter or participate in contests.

Section 3.12 Termination of Services.

User agrees that MetaTope, in its sole discretion and for any or no reason may terminate this Agreement and suspend or terminate User's account without the provision of prior notice. User agrees that MetaTope will not be liable to User or to any third party for any such suspension or termination.

MetaTope has the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed part of any illegal or unauthorized use of the MTgames Platform and Services. Without limiting the foregoing, MetaTope has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the MTgames Platform and Services. User waives and holds MetaTope harmless from any and all claims resulting from action taken by MetaTope relating to investigations by either MetaTope or law enforcement authorities.

Section 3.13 Restricted Jurisdictions.

The MTgames Platform and Services are designed to restrict users and devices in jurisdictions where skill-based gaming is prohibited. The restricted jurisdictions below shall not be considered all encompassing. User acknowledges that other country, local, and gaming laws may further prohibit the use of the MTgames Platform and Services. Further, Users that it is their responsibility to determine whether they are permitted to use the MTgames Platform and Services. Use of the MTgames Platform and Services is at the User's own risk, and User agrees not to hold MetaTope responsible or liable if any applicable laws or actions by MetaTope restrict or prohibit access or participation to the MTgames Platform or Services.

Prohibited US jurisdictions include Arkansas, Connecticut, Delaware, Louisiana, Michigan, Montana, South Carolina, South Dakota, and Washington D.C. Prohibited Countries include Afghanistan, Andhra Pradesh (State in India), Arunachal Pradesh (State in India), Belarus, Belgium, Bosnia And Herzegovina, Bulgaria, Congo (Democratic Republic), Cote D'Ivoire, Croatia (local name: Hrvatska), Cuba, Cyprus, Czech Republic, Egypt, Estonia, France, French Guiana, French Polynesia, French Southern Territories, Greece, Hungary, Indonesia, Iran (Islamic Republic Of), Iraq, Italy, Japan, Kerala (State in India), Kosovo, Latvia, Lithuania, Malaysia, Malta, Montenegro, Myanmar, Nagaland (State in India), Nigeria, North Korea, North Macedonia, Odisha (State in India), Pakistan, People's Republic of China, Poland, Portugal, Romania, Russian Federation, Serbia, Sikkim (State in India), Slovakia (Slovak Republic), Slovenia, Sudan, Syrian Arab Republic, Tamil Nadu (State in India), Telangana (State in India), Turkey, Ukraine, Vietnam, Yugoslavia, and Zimbabwe.

ARTICLE IV: INTELLECTUAL PROPERTY RIGHTS

All rights to the Services are either the property of MetaTope or are open-source software. Any existing intellectual property rights such as copyrights, trademark rights and other intellectual property rights are the exclusive property of MetaTope. This content may only be used by the User in connection with the use of the Services and may not otherwise be downloaded, copied, reproduced, distributed, transmitted, broadcast, demonstrated, sold, licensed or used for any other purpose without the prior written consent of MetaTope.

ARTICLE V: DISCLAIMER OF WARRANTY

User expressly understands and agrees that use of the MTgames Platform and Services is at User's sole risk. The MTgames Platform and Services are provided on an "AS IS" and "as available" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. User acknowledges that MetaTope has no control over, and no duty to take any action regarding: which Users gain access to or use the MTgames Platform and Services; what effects the MTgames Platform and Services may have on you; how you may interpret or use the MTgames Platform and Services; or what actions you may take as a result of having been exposed to the MTgames Platform and Services. The MTgames Platform and Services may contain, or direct User to other websites containing information that some people may find offensive or inappropriate. MetaTope makes no representations concerning any information or material contained in or accessed through the MTgames Platform and Services, and MetaTope will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the MTgames Platform and Services.

ARTICLE VI: LIMITATION OF LIABILITY, INDEMNIFICATION, STATUTE OF LIMITATIONS

USER UNDERSTANDS AND AGREES THAT THE METATOPE PARTIES WILL NOT BE LIABLE TO USER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH USER MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE METATOPE PARTIES' LIABILITY TO USER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY USER FOR THE SERVICES.

USER ACKNOWLEDGES AND AGREES THAT METATOPE HAS MADE THE SERVICES AVAILABLE TO USER AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN METATOPE AND USER AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN METATOPE AND USER. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO USER WITHOUT THESE LIMITATIONS.

USER ACKNOWLEDGES AND AGREES THAT ANY DAMAGES USER INCURS ARISING OUT OF THE ACTS OR OMISSIONS OF THE METATOPE PARTIES OR USER'S USE OF THE MTGAMES PLATFORM AND SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE USER TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON'S ABILITY TO ACCESS ANY PORTION OF THE SERVICES.

User agrees to indemnify and hold harmless the MetaTope Parties and each of their respective parents, divisions, affiliated companies, subsidiaries, distributors, subdistributors, licensees, successors and assigns, and the respective owners, officers, directors, shareholders, agents, and employees of each of them against any third-party claims, actions, demands, suits, losses, costs, liability, and expenses (including reasonable attorney's fees) allegedly or actually arising out of, relating to, or resulting from the following: (1) User's breach of this Agreement; (2) User's violation of any applicable law or rights of a third party; (3) use of any the MTgames Platform and Services other than as permitted in this Agreement; and (4) other wrongful conduct.

User agrees that any cause of action User may have arising out of or related to these Terms or use of the MTgames Platform and Services must be commenced with one (1) year after such cause of action accrues. After such period, the cause of action shall be permanently barred.

ARTICLE VII: CLASS ACTION WAIVER

To the extent permissible by law, all claims must be brought in a party's individual capacity, and not as a plaintiff or class member in any purported class, collective action, or representative proceeding (collectively, "class action waiver"). Any arbitrator may not consolidate more than one person's claims or engage in any class arbitration. User acknowledges that, by agreeing to these terms, User and MetaTope are each waiving the right to participate in a class action.

ARTICLE VIII: MANDATORY ARBITRATION, EXCLUSIVE JURISDICTION

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in a location in the United States within 100 miles of your residence, in a location to be agreed upon, or conducted remotely before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs the interpretation and enforcement of this Agreement. This Section shall survive termination of these Terms.

(i) FOR THE AVOIDANCE OF DOUBT, USER AND METATOPE MAY BRING CLAIMS AGAINST THE OTHER ONLY IN INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING, AND THE ARBITRATOR SHALL HAVE NO POWER TO AWARD CLASS-WIDE RELIEF;
(ii) MetaTope will pay arbitration costs as required by the JAMS Consumer Arbitration Minimum Standards and consistent with this Section;
(iii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law and these Terms; and
(iv) each side pays his, her or its own attorneys' fees, except as otherwise provided in this Section.

If any part of this Section is deemed invalid, unenforceable, or illegal, then the balance of this Section shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained.

ARTICLE IX: TAXES

User will be solely responsible to pay any and all sales, use, value-added, and other taxes, customs, import or export, or other duties and assessments, as well as any amounts levied in lieu thereof (except taxes on our net income) now or hereafter claimed or imposed by any national, supranational, federal, state, local, or other jurisdiction (collectively "Taxes," including any interest thereon and penalties in respect thereof) associated with your use of the MTgames Platform and Services. Except for income taxes levied on MetaTope, User: (a) will pay or reimburse MetaTope for all Taxes, including value added taxes and Taxes that are required by international tax treaties, and based on charges set, services performed or payments made hereunder as are now or hereafter may be imposed; and (b) will not be entitled to deduct the amount of any such Taxes from any payment made to MetaTope pursuant to these Terms.

ARTICLE X: MISCELLANEOUS

Section 10.1 Governing Law.

These Terms shall be governed by and construed in accordance with the substantive laws of Delaware excluding its conflict of law provisions.

Section 10.2 Successors and Assigns.

These Terms shall inure to the benefit of the parties, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any Person who may otherwise succeed to any right, obligation or liability under these Terms by operation of Law or otherwise.
Except as set forth in these Terms, no rights, obligations or liabilities of User may be assigned, transferred or delegated to any Person without the prior written consent of MetaTope. MetaTope may freely assign, transfer or delegate its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable Law.

Section 10.3 Entire Terms.

These Terms constitute the entire terms between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

Section 10.4 Severability.

Should any part or provision of these Terms be held to be invalid by any competent court, governmental or administrative authority having jurisdiction, the other provisions of these Terms shall nonetheless remain valid. In this case, the Parties shall endeavor to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements and documents required in this connection. The same shall apply if and to the extent that these Terms are found to contain any gaps or omissions.

Section 10.5 Notices.

MetaTope may provide any notice to the User under these Terms using commercially reasonable means, including using public communication channels. Notice provided by using public communication channels will be effective upon posting.

Section 10.6 Force Majeure.

MetaTope will not be liable or responsible to User, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from a Force Majeure Event. For purposes of these Terms, a "Force Majeure Event" shall mean any one or more of the following events beyond the reasonable control of either party: (i) an act of God or public enemy; (ii) war (declared or undeclared); (iii) sabotage; rebellion; riot; act(s) or threatened act(s) of terrorism, civil commotion; (iv) labor dispute of any kind or nature; (v) embargo; (vi) natural and/or man-made disaster (e.g., fire, flood, earthquake, landslide, tornado, hurricane, blizzard, volcanic eruption, tsunami, storm, drought, explosion and the like); (vii) natural or man-made epidemic/pandemic (inclusive without limitation of COVID-19; viral outbreaks; public health crises; and/or global health emergencies) and their resulting governmental action, societal restrictions, and/or curtailment or closure of any means of travel, modes of public transit, and/or common carriers); (viii) casualty and/or death; (ix) act(s) of any federal, state, and/or local instrumentality, including, but not limited to, any restriction, declaration, regulation and/or any other action or order that may impact travel, movement, large gatherings, and/or the entertainment industry; (x) the failure, scarcity, or unavailability of necessary equipment, utilities, and other resources (similar or dissimilar); and/or (xi) for any reason with similar consequences, foreseeable or unforeseeable.

If MetaTope suffers a Force Majeure Event, MetaTope will use reasonable efforts to promptly notify User of the Force Majeure Event, stating the period of time the occurrence is expected to continue. MetaTope will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. MetaTope will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause.

Section 10.7 Relationship of the Parties; Third-Party Beneficiaries.

The Parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries to this Agreement.

Section 10.8 No Waiver.

No failure on the part of any Person to exercise any power, right, privilege or remedy under these Terms, and no delay on the part of any Person in exercising any power, right, privilege or remedy under these Terms, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Person shall be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.