Terms of service
Terms of service
OVERVIEW
This website is operated by TorontoUltra.gg. Throughout the site, the terms “we”, “us” and “our” refer to TorontoUltra.gg. TorontoUltra.gg offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you. For details on how we collect and use personal information and our full Privacy Policy, please click here: https://torontoultra.gg/pages/privacy-policy.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. All details relating to the Ultra Elite Loyalty program can be found under the following section: https://torontoultra.gg/pages/ultra-elite.
These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy. Click to view our Privacy Policy.
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Torontoultra.gg, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Torontoultra.gg and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Canada.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at privacy@oam.gg
FOR RESIDENTS IN NORTH AMERICA ONLY: Subject to any applicable restrictions and requirements, the Websites are not intended for children under the age of 16 and are made available only to individuals aged 16 or older. If you are aged 16 but under 18 years of age, you and your parent or guardian must review this Agreement and our Privacy Policy together.
Parents/ guardians are jointly and severally liable for all acts and omissions of their children aged under 18 years when using or accessing the Websites. Company recommends that parents and guardians familiarize themselves with parental controls available on devices they provide to their child and accompany their child if aged under 13 years of age when online. Additionally, some of the content on the Websites may not be appropriate for individuals under 18 years of age.
FOR RESIDENTS OUTSIDE NORTH AMERICA: If you are under the age of eighteen (18), please ask your parent or legal guardian to read and accept this Agreement on your behalf before you use or access the Websites. If you (or, if applicable, your parent or guardian) do not agree to this Agreement, then you must not use or access the Websites. You represent and warrant that you are a “natural person” who is over the age of eighteen (18) or whose parent or guardian has accepted and agreed to this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT IS A BINDING, LEGAL CONTRACT BETWEEN YOU AND COMPANY. BY REGISTERING FOR, ACCESSING, BROWSING OR USING OUR WEBSITES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS CONTAINED IN THIS AGREEMENT. BY ACCESSING, BROWSING OR OTHERWISE USING ANY PART OF OUR WEBSITES, YOU ACCEPT, WITHOUT QUALIFICATION OR LIMITATION, THIS AGREEMENT AND THE TERMS CONTAINED IN THIS AGREEMENT. IF AT ANY TIME YOU DO NOT AGREE TO THE TERMS CONTAINED IN THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE WEBSITES, AND ACCORDINGLY, MUST IMMEDIATELY TERMINATE YOUR USE OF OUR WEBSITES.
This section covers some basic, overall terms you should know, like our ability to change aspects of the Websites and impose additional policies, guidelines and rules relating to specific features and products.
General:
(a) We may at any time change or discontinue any aspect or feature of our Websites, including, but not limited to, content, hours of availability, and equipment needed for access or use.
(b) When using or accessing our Websites, you may be subject to additional posted policies, guidelines or rules applicable to specific services and features which may be posted online and notified to you from time to time (the “Policies”). All Policies are hereby incorporated by reference into this Agreement and made part of this Agreement, except for the Privacy Policy for residents outside North America.
This allows us to modify the terms at any time, except for the arbitration section.
Changed Terms:
We reserve the right, at any time and at our sole discretion, to change or modify this Agreement, including the terms and conditions relating to Ultra Elite rewards and the governance platform and/or the terms and conditions applicable to your use of the Websites, or any part thereof, or to impose new terms, including, but not limited to, adding fees and charges for use. Except for Section 3 (Arbitration and Class Action Waiver) below, such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which may be given by any means, including, but not limited to, posting a notice on a Website, updating the date of this Agreement above, by electronic or conventional mail, or by any other means by which you obtain notice thereof. You should periodically check this webpage for any changes to this Agreement. Any continued use or access of a Website by you after the posting of any such notice will be deemed to constitute your binding acceptance of any such changes, modifications, additions or deletions. If any modification, change, addition or deletion to these terms and conditions is not acceptable to you, your only recourse is to terminate this Agreement and refrain from using and accessing our Websites.
If you live in the US, Canada, or Mexico, this explains that any disputes must go through individual arbitration instead of court cases or class actions.
BINDING ARBITRATION AND CLASS ACTION WAIVER:
READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
These BINDING ARBITRATION AND CLASS ACTION WAIVER provisions apply to you if you are domiciled in and/or use or access the Websites in the United States. These provisions may also apply to you if you are domiciled in and/or use or access the Websites from outside the United States. See JURISDICTION AND APPLICABLE LAW below for details.
Initial Dispute Resolution: Our support department is available to address any concerns you may have regarding our Websites. Most concerns are quickly resolved in this manner to our customers’ satisfaction. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
Binding Arbitration: If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution is pursued pursuant to the paragraph above, then either party may initiate binding arbitration as the sole means to formally resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to this Agreement (including its interpretation, formation, performance and breach), the parties’ relationship with each other and/or your use or access of the Websites shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its Comprehensive Arbitration Rules or Streamlined Arbitrations Rules, as appropriate, excluding any rules or procedures governing or permitting class actions. This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act (the “FAA”) shall apply to the interpretation, applicability, enforceability and formation of this Agreement notwithstanding any other choice of law provision contained in this Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including without limitation any claim that all or any part of this Agreement is void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
The JAMS Rules governing the arbitration may be accessed at http://www.jamsadr.com/ or by calling JAMS at (800) 352-5267. Your arbitration fees and your share of arbitrator compensation shall be governed by the JAMS Comprehensive Arbitration Rules and, to the extent applicable, the Consumer Minimum Standards, including the then-current limit on arbitration filing fees. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, we will pay the additional cost. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Location: If you are a resident of the United States, arbitration will take place at any reasonable location within the United States convenient for you. For residents outside the United States, arbitration shall be initiated in New York County, New York, and you and Company agree to submit to the personal jurisdiction of any federal or state court in New York County, New York, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Class Action Waiver: The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND COMPANY 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. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception - Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright infringement, moral rights violations, trademark infringement, and/or trade secret misappropriation, but not, for clarity, claims related to the license granted to you for the Websites under this Agreement. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
30 Day Right to Opt Out: You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in the “Binding Arbitration,” “Location,” and “Class Action Waiver” paragraphs above by sending written notice of your decision to opt-out to the following address: OverActive Media Corporation, Attention: Legal, 41 Fraser Avenue, Toronto ON M6K 1Y7. The notice must be sent within 30 days of the date on which you first access or use a Website and agree to these terms); otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, Company also will not be bound by them.
Changes to this Section: We will provide 60-days’ notice of any changes to this Section. Changes will become effective on the 60th day and will apply prospectively only to any claims arising after the 60th day.
This outlines which laws apply to you based on where you live.
Jurisdiction and Applicable Law:
The Websites are made available subject to the terms of this Agreement. If you use or access our Websites from:
For residents in the United States, Mexico, or Canada, then any claims arising out of this Agreement (including interpretation, claims for breach, and all other claims (including consumer protection, unfair competition, and tort claims)) will be subject to the laws of the Province of Ontario, without reference to conflict of laws principles. In addition, you and we irrevocably consent to the exclusive jurisdiction and venue of Toronto, Ontario, Canada to resolve any claims that are subject to exceptions to the arbitration agreement described in BINDING ARBITRATION AND CLASS ACTION WAIVER above, or otherwise determined not to be arbitrable.
For residents in Europe and the European Union, then the laws of England and Wales govern the interpretation of this Agreement and apply to claims for breach of it, without reference to conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, data protection and privacy laws and regulations, and in tort, will be subject to the laws of the European Union country (e.g., the United Kingdom, the French Republic, or the Federal Republic of Germany) in which you use or access the Websites. In addition, with respect to jurisdiction, you may choose either the courts of the country (e.g., the United Kingdom, the French Republic, or the Federal Republic of Germany) in which you use or access the Websites, or in the alternative the courts of England and Wales or other court as applicable under the Brussels Regulation EC 44/2001.
For residents in Australia or Japan, the laws of New South Wales, Australia govern the interpretation of this Agreement and apply to claims for breach of it, without reference to conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, data protection and privacy laws and regulations, and in tort, will be subject to the laws of the country in which you use or access the Websites (being either Australia or Japan). To the extent permitted by applicable law, you agree to the jurisdiction of the courts of New South Wales, Australia.
For residents in the Rest of the World, if you use or access the Websites from countries other than those listed in sections A, B and C above, then you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable, and you expressly indemnify and hold harmless Company from any and all claims, loss, injury, damage, or costs arising from your use or access the Websites to the extent permitted by applicable law. No warranty or representation is made by Company that the Websites or any use or access the Websites outside of the countries listed in sections A, B and C above complies with any applicable local law. Further your use or access the Websites and all claims arising out of or related to the Websites or this Agreement will, to the extent permitted under applicable law, be subject to the laws of England and Wales, without reference to conflict of laws principles and you consent to the jurisdiction of the courts of England and Wales.
To the fullest extent permitted by applicable law, if any user outside of the United States is entitled to commence and/or participate in legal proceedings within the United States, then that user agrees to be bound by the BINDING ARBITRATION AND CLASS ACTION WAIVER provisions above.
The user is responsible for having the equipment you need to access the Websites.
Equipment: You are responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of the Websites and all charges related thereto.
This covers basics of using the Websites, including that access is "as is", and our IP rights.
Websites:
(a) As a commitment to our users, we currently provide you with access to a rich collection of online resources, including various communication and social networking tools, online forums, news, reviews, personalized content and programming which may include branded programming. Certain services are presently provided free of charge, but it is possible that Company may charge for certain services in the future, subject to applicable laws.
(b) We also provide you with access to websites, services, applications, and all other content and services relating to our platform for rewarding fandom (the “Ultra Elite”). The Ultra Elite enables esports teams and other organizations, including the esports teams owned and affiliated with OverActive Media Corp, such as Toronto Ultra, to: (a) reward participating fans for their completion of designated team and fan community-related actions (“Challenges”) with battle pass style experience points (“Ultra XP”); and (b) empower a hyper-engaged subset of fans, following the submission, review and approval of their governance applications (once available), to participate in creating and voting upon proposals relating to the governance of the Ultra Elite program for the benefit of the fan community (the “Governance Powers”).
(c) We cannot always foresee or anticipate technical or other difficulties with our Websites. These difficulties may result in loss of data, personalization settings or other service interruptions. Therefore, you agree that our Websites are provided on an “AS IS” and “AS AVAILABLE” basis. We do not assume responsibility for the timeliness, deletion, non-delivery or failure to store any user data, communications or personalization settings.
(d) We reserve the right to change or discontinue, temporarily or permanently, our Websites at any time. You agree that we will not be liable to you or any third party for any modification or discontinuance of any of our Websites.
(e) Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, or any user of our Websites are those of the respective author(s) or distributor(s) and not of Company and Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on our Websites Service and expressly disclaims any and all liability in connection therewith.
(f) The use or access of our Websites is at your own risk.
(g) Our Websites may include hyperlinks to other websites or services solely as a convenience to you (“Third Party Sites”). We do not control over, do not endorse and are not responsible for any such Third Party Sites or the information, advertising, products, services or materials contained on or accessible through any such Third Party Sites. The user agree that we are not liable for any loss or damage which may be incurred by the user as a result of the availability of any Third Party Sites or as a result of any reliance placed by the user on the completeness, accuracy or existence of any the information, advertising, products, services or materials contained on or accessible through any such Third Party Sites and the use of any such Third Party Sites or the services provided by them shall be governed by such terms between the user and such Third Party sites.
(h) Our Websites may display advertisements and promotions. In consideration for Company granting you access to and use of the Websites, you agree that Company may place advertising and promotions on or Websites. You further agree that the manner, mode and extent of advertising and promotions by Company on our Websites are subject to change without specific notice to you. You also agree that we may make disclosures to advertisers as set forth in our Privacy Policy.
Your Use of the Websites:
(a) To the extent we ask you to register on a Website, you agree that you shall provide true, accurate, current and complete information about yourself as requested in the Website’s registration forms. Accurate records help us create better websites and provide us with opportunities to identify new services or products that may interest you. You agree to update your registration data to keep it current and accurate within a reasonable time after any change to that data.
(b) You shall use the Websites for lawful purposes in compliance with this Agreement only. The Websites may include interactive areas or services, such as chat boxes or web forums, in which you or other users may create, post or store content, messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code or other items or materials on the Websites. You are solely responsible for your use of such interactive services and shall use them at your own risk. You warrant, represent, acknowledge, agree and certify that, with respect to your use of any Website or receipt of any prize in connection with a contest administered or hosted by us, you are not a sanctioned individual/entity included on the US Department of Treasury’s OFAC Sanctions SDN List or the local equivalent.
(c) You shall not (hereinafter, collectively “Rules of Conduct”):
(i) Post, upload, distribute, publish or otherwise transmit through the Websites any content or other items that:
(A) may be unlawful, libelous, abusive, defamatory, obscene, profane, offensive, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, inflammatory, fraudulent or otherwise objectionable in any way or that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
(B) may constitute, encourage or provide instructions for a criminal offense, violate the rights of any party;
(C) may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party (such as music, videos, photos or other materials for which you do not have written authority from the owner of such materials to post on the Websites). By posting any such content, you hereby represent and warrant that you have all necessary rights to distribute and reproduce any such content;
(D) may violate any party’s right of publicity or right of privacy;
(E) contain personal information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security/Insurance numbers and credit card numbers;
(F) may be considered threatening, harassing or promoting racism, bigotry, hatred or physical harm of any kind against any group or individual;
(G) contain software viruses, corrupted data or other harmful, disruptive or destructive files or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(H) contain or is an unsolicited offer, advertisement, proposal, promotional material, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, including, without limitation, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, petitions for signatures, or any of the preceding things related to promotional giveaways (such as raffles and contests), and other similar activities; or
(I) in the judgment of Company may be objectionable or which restricts or inhibits any other person from using or enjoying the Websites or which may expose Company or our users to any harm or liability;
(ii) Rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted in this Agreement;
(iii) Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the accounts of others without permission, forge another persons’ digital signature, misrepresent the source, identity, or content of information transmitted via the Websites, or perform any other similar fraudulent activity;
(iv) Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Websites, features that prevent or restrict use or copying of any content accessible through the Websites, or features that enforce limitations on the use of the Websites;
(v) Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Websites or any part thereof;
(vi) Modify, adapt, translate or create derivative works based upon the Websites or any part thereof;
(vii) Use any AI, robot, spider, scraper, crawler or other automated means to access the Websites for any purpose or bypass any measures Company may use to prevent or restrict access to the Websites; or
(viii) Attempt to indicate in any manner that you have a relationship with Company that does not actually exist or that Company has endorsed you or any products or services for any purpose.
The above are examples of prohibited conduct and is not intended to be exhaustive. Any conduct by the user that, in Company’s sole discretion, restricts or inhibits any other user from using or enjoying the Websites will not be permitted. Company shall have the right, but not the obligation, to monitor the content of the Websites, including profiles and forums, to determine compliance with this Agreement and any Policies and other operating rules established by Company and to satisfy any law, regulation or authorized government request. Company will make the sole determination as to what content is acceptable in its sole discretion. Company may include, edit or remove any content at any time without notice, in its sole discretion. Without limiting any other rights or remedies of Company, any violation of the foregoing shall violate this Agreement and may result in, among other things, removal of the prohibited communications and/or suspension or termination of your rights to use and access the Websites.
(d) The user understands that, when using the Websites, the user may be exposed to content from a variety of sources, and that Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable. If you do so object, the user should not use the Websites. Company does not pre-screen or endorse any third-party content and is not responsible or liable under any circumstances for such content.
(e) You understand that access to the Websites may result in access to other users’ names, screen names, e-mail addresses and other information as set out in our Privacy Policy (“Personal Information”) which is protected by applicable data protection and privacy laws and regulations. You understand, acknowledge and agree that any Personal Information from other users constitute the confidential information of Company. You agree not to scrape, copy, aggregate, redistribute, alter, reproduce or re-use any user’s (whether specific to any particular user or as an aggregation) information accessible through the Websites.
(f) The Websites may include means by which you and other users may share user generated content (“UGC”). To the fullest extent permitted by applicable law, by submitting any UGC you automatically grant (or represent and warrant that the owner of such rights has expressly granted) Company a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, sub-license, create derivative works from and distribute such UGC or incorporate such UGC content into any form, medium, or technology now known or later developed throughout the universe, and agree that Company shall be entitled to unrestricted use of the UGC for any purpose whatsoever, commercial or otherwise, without compensation (but subject to applicable laws), notice or attribution. You waive and agree not to assert against Company or any of its partners, affiliates, subsidiaries or licensees, any moral or similar rights you may have in any of your UGC. To the extent the Websites permits other users to access and use your UGC, you also grant such users the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute your UGC on or through the Websites without further notice, attribution or compensation to you. You may only upload your own UGC to the Websites and not upload anyone else’s UGC. Company reserves the right (but has no obligation) to remove, block, edit, move, or disable UGC for any reason in Company’s sole discretion. Users of the Websites create, upload, download and use UGC at their own risk. If you upload or make available to other users your UGC via the Websites, we do not control, monitor, endorse or own your UGC, and you are commissioning us to host and make available such UGC subject to the above license. Complaints about the content of any UGC must be sent to OverActive Media Corporation, 41 Fraser Avenue, Toronto, ON M6K 1Y7 with a copy to privacy@oam.gg and must contain details of the specific UGC giving rise to the complaint.
The Company owns the IP for the Websites and materials. The user receives a limited license to properly use them.
Intellectual Property:
(a) Each Website is owned and operated by Company. All content, trademarks and other proprietary materials and/or information on the Websites, including, without limitation, Company’s logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, photos, video, graphics, music, information, data, sound files, other files and the selection and arrangement thereof and all other materials (collectively, the “Materials”) are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws (including in your country of residence). Company (or its subsidiaries or affiliated companies and/or third-party licensors) own all rights, title and interest, including, without limitation, all copyrights, in and to any and all Materials contained on the Websites under copyright laws and Company owns all rights, title and interest, including, without limitation, all copyrights, in and to any and all Materials contained on the Websites as a collective work under copyright laws. Company owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. All Materials contained in the Websites are the proprietary property of Company or its subsidiaries or affiliated companies and/or third-party licensors.
(b) Company and the Company logos and trademarks (collectively, the “Company Marks”) are the exclusive property of Company and are protected by trade dress and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws (including in your country of residence). Company hereby expressly reserves all rights, including, without limitation, all trademark rights, in and to the Company Marks. All other trademarks appearing on the Websites are the property of Company, affiliates of Company, or their respective owners. Unless you have agreed otherwise in writing with Company, you agree that nothing in this Agreement gives you a right to use any of the Company Marks or any of Company’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
(c) Unless otherwise expressly stated in writing by Company, you are granted a limited, non-exclusive, terminable, non-sublicensable license (i.e. a personal and limited right) to access and use the Websites for your own personal use only, provided that, you acknowledge and agree that you do not acquire any ownership rights in or to the Websites and/or the Materials by accessing or otherwise using the Websites. This license is subject to this Agreement and does not include any right to do any of the following: (a) any resale or commercial use of the Websites or the Materials; (b) the distribution, public performance or public display of any Materials; (c) modifying, publishing, transmitting, participating in the transfer or sale of, creating or otherwise making any derivative uses of the Websites or the Materials, or any portion of them, or in any way exploiting any of the Materials, in whole or in part; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (except page caching) of any portion of the Websites, the Materials or any information contained in them, except as expressly permitted on the Websites; or (f) any use of the Websites or the Materials except for their intended purposes. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial or non-commercial exploitation of the Materials will be permitted without the express permission of Company and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Any use of the Websites or the Materials except as specifically authorized in this Agreement, without the prior written permission of Company, is strictly prohibited and your failure to comply with them may have legal consequences which may include violating applicable laws, including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated in this Agreement, nothing in this Agreement shall be interpreted as conferring any license to intellectual property rights, whether by estoppel, implication or other legal principles. The license granted to you herein may be terminated by Company at any time, in its sole discretion. All rights not expressly granted in this Agreement are hereby expressly reserved by Company.
This limits our liability to you and disclaims warranties.
Disclaimer of Warranty; Limitation of Liability:
(A) USE OF THE WEBSITES, ANY PRODUCT AND ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN IS AT YOUR SOLE RISK. NEITHER COMPANY, COMPANY’S AFFILIATED COMPANIES, COMPANY’S NON-AFFILIATED PARTNERS, NOR ANY OF THEIR RESPECTIVE PARENT COMPANIES, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, SPONSORS OR LICENSORS (COLLECTIVELY THE “COMPANY PARTIES”) WARRANT THAT THE WEBSITES, ANY PRODUCT OR ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITES, ANY PRODUCT OR INFORMATION, CONTENT OR MATERIALS CONTAINED, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED OR PURCHASED THROUGH THE WEBSITES OR ANY PRODUCT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY YOU THROUGH THE WEBSITES OR ANY PRODUCT IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR POTENTIAL DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE ACQUISITION OF ANY SUCH MATERIAL.
(B) COMPANY DOES NOT GUARANTEE THAT ANY PARTICULAR WEBSITE, ANY PRODUCT AND ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN WILL BE AVAILABLE AT ALL TIMES OR AT ANY GIVEN TIME OR THAT COMPANY WILL CONTINUE TO OFFER THE SAME FOR ANY PARTICULAR LENGTH OF TIME. COMPANY MAKES NO WARRANTY OR REPRESENTATION REGARDING THE AVAILABILITY OF ONLINE PRODUCT FEATURES AND RESERVES THE RIGHT TO MODIFY OR DISCONTINUE ONLINE PRODUCT FEATURES IN ITS DISCRETION WITHOUT NOTICE.
(C) FOR RESIDENTS IN NORTH AMERICA: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITES, ANY PRODUCT AND ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. THE COMPANY PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE WEBSITES, ANY PRODUCT OR ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE WEBSITES, ANY PRODUCT OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE OR ANY PRODUCT WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 9, THE TERM “COMPANY” INCLUDES THE “COMPANY PARTIES.”
FOR RESIDENTS OUTSIDE NORTH AMERICA: SUBJECT TO THE NEXT SENTENCE, COMPANY DOES NOT GUARANTEE THAT ANY WEBSITE WILL BE AVAILABLE OR ERROR-FREE AT ALL TIMES OR AT ANY GIVEN TIME. COMPANY WARRANTS THAT THE WEBSITES WILL BE PROVIDED WITH REASONABLE CARE AND SKILL. COMPANY MAY CHANGE AND UPDATE WEBSITES’ WITHOUT NOTICE TO YOU (PROVIDED ALWAYS THAT ANY SUCH CHANGES DO NOT RESULT IN MATERIAL DEGRADATION IN THE FUNCTIONALITY OF THE WEBSITES WHICH HAS BEEN PAID-FOR WITH REAL MONEY). COMPANY MAKES NO WARRANTY OR REPRESENTATION REGARDING THE AVAILABILITY OF WEBSITES WHICH ARE FREE (I.E., NOT PAID-FOR WITH REAL MONEY) AND RESERVES THE RIGHT TO MODIFY OR DISCONTINUE THEM IN ITS SOLE DISCRETION WITHOUT NOTICE TO YOU, INCLUDING FOR EXAMPLE, FOR ECONOMIC REASONS DUE TO A LIMITED NUMBER OF USERS CONTINUING TO MAKE USE OF THEM OVER TIME. COMPANY IS NOT LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF IT OBLIGATIONS THAT IS CAUSED BY EVENTS OUTSIDE ITS REASONABLE CONTROL. IF SUCH CIRCUMSTANCES RESULT IN MATERIAL DEGRATION IN THE FUNCTIONALITY OF ANY WEBSITES THEN YOUR OBLIGATION TO MAKE ANY PAYMENT TO DOWNLOAD, USE OR ACCESS WILL BE SUSPENDED FOR THE DURATION OF SUCH PERIOD. COMPANY IS ENTITLED TO MODIFY OR DISCONTINUE ANY WEBSITES WHICH IS PAID-FOR WITH REAL MONEY IN ITS SOLE DISCRETION UPON REASONABLE NOTICE TO YOU. THE WARRANTY FOR SUCH WEBSITE IS PROVIDED IN ACCORDANCE WITH YOUR STATUTORY RIGHTS AS A CONSUMER WHICH WILL ALWAYS PREVAIL.
(D) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY, IN NO EVENT WILL COMPANY, THE COMPANY PARTIES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE WEBSITES, ANY PRODUCT OR ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT [INCLUDING BUT NOT LIMITED TO NEGLIGENCE] OR OTHERWISE), ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE WEBSITES OR ANY PRODUCT OR ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN.
(E) IN NO EVENT SHALL ANY AGGREGATE, TOTAL LIABILITY OF THE COMPANY PARTIES TO YOU FOR ALL DAMAGES, INJURY, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE WEBSITES OR ANY PRODUCT EXCEED AN AMOUNT EQUAL TO THE GREATER OF: (I) THE AMOUNT, IF ANY, PAID BY YOU IN CONNECTION WITH YOUR USE OF THE WEBSITES AND/OR ANY PRODUCT AND RETAINED BY COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM; OR (II) ONE HUNDRED DOLLARS ($100).
(F) FOR RESIDENTS OUTSIDE NORTH AMERICA: SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITY OR WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, COMPANY’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE COMPANY’S LIABILITY TO YOU:
FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE;
FOR FRAUDULENT MISREPRESENTATION; OR
FOR ANY OTHER LIABILITY THAT MAY NOT, UNDER THE LAWS OF THE JURISDICTION WHERE YOU RESIDE, BE LIMITED OR EXCLUDED.
This sets out how we should contact each other with formal notices.
Notices: Company may provide you with notice by any means, including without limitation via email, postings on the Websites or changes to this Agreement. Notices emailed to you will be deemed given and received when the email is sent. If you don’t consent to receive notices electronically, you must stop using the Websites. All notices to Company shall be in writing and shall be sent to OverActive Media Corporation., Attention: Legal, 41 Fraser Avenue, Toronto, ON M6K 1Y7 and shall be effective on actual receipt by Company.
You agree to cover certain of our losses related to your use of the Websites.
Indemnification: You agree to defend, indemnify and hold harmless Company and the Company Parties and their respective suppliers, licensors and partners from and against any and all claims, losses, damages, liabilities and expenses, including legal fees and expenses, resulting from or arising out of: (a) any violation of this Agreement; (b) any negligent or wrongful conduct; (c) your use, misuse and/or access of the Websites; (d) a violation by you of any applicable law; (e) any content you post, store or otherwise transmit in or through the Websites; and/or (f) your violation of the rights of any third party, or any breach of the representations, warranties, and covenants made by you herein. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate with Company’s defense of these claims, at your sole cost and expense.
We may suspend or terminate your access for any reason.
Termination: Company reserves the right, without limitation, without notice if you are a resident of North America and with reasonable notice elsewhere, and in our sole discretion, terminate or suspend your access to all or part of the Website and to block or prevent your future access to and use of the Websites, for any reason, including, without limitation, if you are in violation of any provision of the Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Agreement), Company is required by applicable law, or Company is no longer providing the Websites to users in the country in which you are a resident or from which you use the Websites. The foregoing includes Company having the ability to terminate or to suspend your access to any purchased products or services. Your only remedy with respect to any dissatisfaction with (a) the Websites, (b) any term of this Agreement, (c) any policy or practice of Company in operating the Websites, or (d) any content or information transmitted through the Websites, is to discontinue the use of the Websites. The introductory paragraphs and Sections 1, 2, 3, 4, 6, 7, 8, 9, 10, 11, 12, 16, 17, 18, and Appendix A and B of this Agreement will survive termination of this Agreement.
Don't expect privacy on the Websites; actions taken on the blockchain-powered Rewards Platform will be public.
Expectation of Privacy: Communications made using the Websites should not be considered private. You acknowledge and agree that you have no expectation of privacy concerning the transmission of any UGC or communications, including without limitation chat text or voice communications. Because voice chat and other communications may be viewed and/or heard by other users, users should avoid revealing any personally identifiable information. In addition, all transactions effectuated may be publicly visible on any blockchain protocol, or other blockchain or distributed ledger network, as may be selected and used for the Rewards Platform.
Digital rights software may restrict your use of protected content.
DRM: If you access content protected with Digital Rights Management (DRM), the software may automatically request media usage rights from a rights server online and download and install DRM updates so that you can view the content.
We are not liable for failures outside of our control.
Force Majeure: Company shall not be liable for any delay or failure to perform resulting from causes outside Company’s reasonable control, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Company’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
You bear the risk if you can't access downloaded content.
Risk of Loss: You bear all risk of loss for accessing or completing the download of any Websites and for any loss of any Websites that you have accessed or downloaded, including any loss due to a file corruption or device crash. Any Website may be available for limited periods of time, and/or subject to other access restrictions (including for example, possession of other specific Website(s) for access or use). Websites’ may become unavailable due to potential content provider licensing restrictions or other reasons; Company will not be liable to you if any Website is or becomes unavailable for download or access, for any reason, to the fullest extent permitted by applicable law.
This section covers important legal provisions like understanding that the agreement is our entire agreement with you, the ability to transfer the agreement, and language about severability, waiver, and cumulative rights.
Miscellaneous: You warrant, represent, acknowledge and agree that you have and understand this Agreement, including, without limitation, the terms and provisions set forth herein. This Agreement (which hereby incorporates by reference any other provisions applicable to use of the Websites, including, but not limited to, any supplemental terms governing the use of certain specific material contained on the Website and any operating rules for the Websites established by Company, but excluding the Privacy Policy for residents outside North America) constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be transferred and assigned by Company without restriction. Any purported transfer or assignment attempted to be made by you in violation of this Agreement shall be void ab initio. The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of the Agreement, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the parties. The failure by Company to partially or fully exercise any rights or the waiver of any breach of this Agreement by you, shall not prevent a subsequent exercise of such right by us or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of this Agreement. Company’s rights and remedies under this Agreement shall be cumulative, and the exercise of any such right or remedy shall not limit Company’s right to exercise any other right or remedy. The section headings and “Illuminations” in italics used herein are provided for explanatory purposes only and do not constitute part of this agreement. They shall not be deemed to limit, characterize, or in any way affect the scope, meaning, or intent of the provisions of this agreement. The headings and “Illuminations” are not legally binding provisions and shall not be given any legal import with respect to interpreting, construing, or enforcing this agreement. Only the terms and conditions expressly set forth in the numbered sections of this agreement shall have legal effect.
How to properly contact us about copyright claims.
For residents in North America-- DMCA Notice:
Company respects the intellectual property rights of others and expects its players and the users of its services to do the same. If you believe that any content appearing in the Websites has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below.
Please be aware that to be effective, your copyright infringement notification must comply with the Digital Millennium Copyright Act (“DMCA”). You are encouraged to review 17 U.S.C. §512(c)(3) of the DMCA or consult with an attorney prior to sending a notice hereunder.
To file a copyright infringement notice, you will need to send a written communication that includes the following to the address listed below:
Your name, address, telephone number, and email address;
A description of the copyrighted work that you claim has been infringed;
The exact URL or a description of where the alleged infringing material is located;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
A statement by you, under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
OverActive Media Corporation
41 Fraser Avenue
Toronto, ON M6K 1Y7
Attn: Legal
privacy@oam.gg
Please note that the DMCA provides that you may be liable for damages (including costs and attorney fees) if you knowingly misrepresent that material or activity is infringing. Please also note that the information provided in your copyright infringement notice may be provided to the person responsible for the allegedly infringing material.
Questions: Should you have any questions regarding this Agreement you may contact us through the Website or e-mail privacy@oam.gg.
SUPPLEMENTAL TERMS--GERMANY
The following Section supersedes and replaces the corresponding Section above for residents in Germany:
Changed Terms: From time to time, Company may need to amend this Agreement, for example to reflect or include new products or services, to enhance security for users or because of changes in the law. If Company makes such a change to this Agreement we will inform you of the particular changes in advance via e-mail no later than thirty (30) calendar days before such changes come into force and you shall be deemed to have accepted these changes (i) unless you have notified us of your objection to such changes within thirty (30) calendar days from the moment of receipt the e-mail notification from us, or (ii) if you use the Websites after the changes have entered into force. In the e-mail notification, we will inform you of your right to object, of the applicable notice period and the legal consequences of a failure to object.
The latest version of this Agreement will always be available on our website, so we recommend that you check for updates to this Agreement each time you use the Websites. Changes to the Agreement shall not affect your accrued rights, shall not substantially disrupt the contractual balance between you and us under this Agreement and shall not have retroactive effect.
PART II: ULTRA ELITE LOYALTY PROGRAM TERMS OF USE:
This section provides important disclosures and terms relating to the Ultra Elite Loyalty Platform (“Ultra Elite”) that you should review carefully, including how Ultra XP is earned and redeemed.
Ultra Elite Terms of Use
(a) Account Registration
To use the Ultra Elite Loyalty Program, you are required to establish an account. To complete this account registration process, you must submit certain information, including your email address. Additionally, you are obligated to read and accept these Terms, the Agreement into which these Terms are incorporated, the associated Privacy Policy, and the terms and conditions and privacy and other policies of any third-party integrations utilized in connection with the Loyalty and Rewards Program, and any other rules or policies that may be applicable.
You agree to (i) create only one account; (ii) provide accurate, truthful, current and complete information when creating your account; (iii) maintain and promptly update your account information; (iv) maintain the security of your account by not sharing your password with others and restricting access to your account and your computer; (v) promptly notify Company if you discover or otherwise suspect any security breaches relating to the Websites; and (vi) take responsibility for all activities that occur under your account and accept all risks of unauthorized access. By accessing or using your account, you consent to all actions that we take with respect to your information consistent with our Privacy Policy.
(b) User Verification
To comply with legal and security regulations, and to affirm your identity, residency, and eligibility, we may, in our sole discretion, necessitate you to furnish supplementary documents and information. This may encompass identification cards, utility bills, and potentially multimedia files such as photographs and/or videos to corroborate the existence and authenticity of said documents. Failure to comply may result in restricted access or termination of your account.
(c) Inventory Wallet
Upon successful completion of your account registration and the subsequent verification process, a blockchain-base Inventory Wallet (“Inventory”) will be created and custodied by us in order to enable your use of Ultra Elite.
(d) Wallet Features
Your Inventory will serve as the digital ledger recording your interaction with Ultra Elite. Specifically, it will reflect:
The total number and balance of Experience Points (“Ultra XP”) earned and redeemed;
Your current rank, which currently includes the following ranks: Noob, Challenger, All Star, Legend, G.O.A.T and
Any other form of digital rewards or privileges that may be obtained through Ultra Elite, to be defined once available.
(e) Wallet Security
The security of your Inventory is of utmost importance. While we undertake reasonable measures to protect it in connection of our maintenance of custody of your Inventory, you are responsible for maintaining the confidentiality of your login credentials. We shall not be held liable for unauthorized access to your Inventory.
(f) Modification or Termination of Inventory Wallet Service
We reserve the right, in our sole discretion, to modify the features, functionality and availability of the Inventory, or discontinue the Inventory service at any time. Any such changes and modifications will be displayed in the Inventory, and it is your responsibility to review such changes.
(g) Earning Ultra XP by Completing Challenges
Within the Ultra Elite, you may earn Ultra XP by completing specific tasks or activities, hereinafter referred to as "Challenges." These Challenges are categorized based on time sensitivity and levels of complexity.
(h) Challenge Categories
The current categories are as follows:
Daily Challenges: Challenges that must be completed within a 24-hour period.
Weekly Challenges: Challenge available for completion within a 7-day window.
Permanent Challenge: Challenges that have no time restrictions and can be completed at your convenience.
“Challenges” are curated series of multiple Challenge, often sharing thematic or difficulty similarities, completion of which may yield additional Ultra XP and/or other digital rewards or privileges.
(i) Eligibility and Precondition Requirements
You must meet all eligibility and precondition requirements specified for each Challenge. Failure to meet these conditions may result in denial of acquisition or forfeiture of Ultra XP and any associated rewards or benefits.
(j) Modification and Adjustment Rights
We reserve the right, at our sole discretion, to modify, add, or remove Challenges, or to adjust the amount of Ultra XP awarded for each Challenge, without prior notice. Such modifications may be reflected immediately in your user interface or communicated through in-platform notifications or updates.
We may suspend or terminate any Challenge at any time for any reason, including but not limited to violation of these Terms, applicable laws, or other misconduct. In such cases, any accrued Ultra XP or rewards related to the terminated Challenge may be nullified.
Under no circumstances shall we be liable for any changes, suspensions, or terminations relating to Challenge, nor for any inability to redeem Ultra XP earned through Challenges for rewards or other benefits.
(k) Redeeming Ultra XP for Rewards
You may redeem Ultra XP for various rewards (“Rewards”), subject to availability, through our proprietary virtual store, herein referred to as the “Rewards Store ”
(l) Reward Categories in the Rewards Store
The Rewards Store may offer a range of Rewards including, but not limited to, exclusive merchandise, digital collectibles, and experiential opportunities, such as VIP access to events. The categories of Rewards may be amended from time to time at our sole discretion.
(m) Ultra XP Cost and Pricing Structure
Each Reward will have an associated Ultra XP cost, which will be clearly delineated in the Rewards Store. We reserve the right to modify the Ultra XP pricing structure for Rewards at any time without prior notice.
(n) Redemption Process and Procedures
To redeem Ultra XP for Rewards, you must: Navigate to the Rewards Store via the Ultra Elite site; Select the desired Reward; Confirm the redemption, at which point the equivalent Ultra XP will be deducted from your Inventory; and Comply with any additional verification or delivery procedures as may be required for specific Rewards.
(o) Non-Returnable and Non-Exchangeable Nature of Rewards
Except where mandated by applicable law, Rewards redeemed through Ultra XP are non-returnable and non-exchangeable. Users are encouraged to review the specifications of each Reward carefully before redeeming Ultra XP.
(p) Modifications and Discontinuation of Ultra Rewards
We reserve the right, in our sole discretion, to discontinue or modify the range, type, and availability of Rewards at any time without liability or prior notice.
(q) Acceptance of Terms and Tax Liabilities
By proceeding with the redemption of Ultra XP for Rewards, you affirm your understanding and acceptance of the above terms and conditions, as they may be amended from time to time. You are solely responsible for any taxes or fees that may be incurred as a result of redeeming Ultra XP for Rewards. Failure to adhere to these terms may result in forfeiture of Ultra XP and/or termination of your Ultra Elite account.
Third Party Integrations
This clarifies that third party integrations are used at your own risk and makes important disclaimers you should review.
(a) Third-Party Integrations
Ultra Elite incorporates various third-party integrations, enabling you to enhance your user experience by connecting to additional services, software, and applications. Such integrations can include but are not limited to specific products, services, or features provided by third-party entities.
(b) User Consent for Third-Party Integrations
By opting to use the Websites and Ultra Elite and engage with these Third-Party Integrations, you consent to be bound by the respective terms and conditions, end-user agreements, and other governing documents associated with each integration. You are obligated to familiarize yourself with, and abide by, these terms.
(c) No Endorsement or Representation
We neither endorse nor make representations regarding any Third-Party Integrations. Your decision to utilize these integrations is made independently and at your own risk.
(d) Data Handling by Third Parties
We expressly disclaim responsibility for how these third-party entities handle your data, including any information or content that you elect to transmit through such Third-Party Integrations. You are responsible for ensuring your data sharing complies with applicable laws.
(e) Limitation of Liability
We shall not be held accountable for any damages, losses, or other liabilities that may arise from your interaction with, or use of, any Third-Party Integrations. Your reliance on any third-party policies, including but not limited to privacy policies, is done solely at your own risk.
(f) Disclaimer of Warranty
We expressly disclaim all warranties, whether express or implied, regarding the reliability, timeliness, quality, suitability, or availability of any Third-Party Integrations, as well as any services procured through, or data transmitted by, such Third-Party Integrations.
(g) Right to Modify or Discontinue Third-Party Integrations
We reserve the right, in our sole discretion, to add, modify, or discontinue Third-Party Integrations at any point in time, without any obligation to provide notice.
(h) Governing Law and Arbitration
All matters relating to your use of Third-Party Integrations shall be governed by the terms set forth by the respective third-party service provider. Any disputes arising out of such use shall also be subject to the dispute resolution mechanisms specified in those terms, rather than those of the Battle Pass.
(i) Sole Responsibility for Third-Party Transactions
We are neither a party to, nor do we assume any responsibility for, transactions between you and third-party providers of products or services, including but not limited to Third-Party Integrations.
Digital Reward Records
You receive a limited license for digital rewards and should understand you do not obtain actual ownership or property rights.
(a) Nature of Digital Reward Records: License Over Ownership
When you accrue Ultra XP (XP), you are given a license for these blockchain-based records of Digital Rewards (“DRs”). Any language suggesting ownership—that you own, hold, have title to, or have exclusive control or dominion over—should be expressly understood as referring to this license, not a true ownership stake in the DRs. DRs are and remain at all times our property, and do not constitute your personal property; DRs have no cash value, and you may not obtain any cash, cryptocurrency, digital assets, money, or other consideration in exchange for DRs. DRs may be awarded to you on a promotional basis due to your own actions. You cannot purchase DRs. Unredeemed Ultra XP associated with your Inventory expires if you do not redeem any Ultra XP in your Rewards Account at the conclusion of the season. Season end dates will be determined by Ultra Elite every calendar year and posted publicly for Ultra Elite users to be aware of.
(b) Intellectual Property Rights: Our Sole Ownership
All intellectual property rights associated with DRs are our exclusive property. Your acceptance of these Terms constitutes your acknowledgment that you neither own nor have any claim to the intellectual property rights in these DRs.
(c) Prohibited Activities: Resale and Distribution
Transferring, reselling, assigning, distributing, gifting, fractionalizing, tokenizing, creating derivative rights in, or dispersing DRs in any manner, whether inside or outside of our Websites, or attempting to do any of the foregoing, is strictly prohibited under these Terms.
(d) Disclaimer: Third-Party Transfer Services
We disclaim any liability related to third-party services (or any other form of circumvention) that facilitate the unauthorized sale, transfer, or use of DRs. Employing such services for these purposes constitutes a breach of these Terms.
(e) No Monetary Equivalence
DRs are not redeemable for fiat currency, cryptocurrency, or any form of monetary or stored value from either us or any third-party entity. They are not equivalent to fiat currency and do not serve as a substitute for fiat currency.
(f) Our Discretion: Management and Limitations
We reserve the unilateral right to modify, suspend, or eliminate DRs, and to set limitations on the acquisition and use of DRs, at our sole discretion, without incurring any liability towards you.
(h) Reservation of Rights
Except where legally prohibited, we reserve and maintain all rights, both property and intellectual property, in the DRs. Your license to use DRs terminates concurrently with the termination of these Terms or as otherwise explicitly outlined herein.
(i) User Authorization and Responsibilities
By logging into and authorizing your account, you confirm that you are the authorized user of said account and you authorize us to enact transactions involving DRs on your behalf.
(j) Liability Exclusion for User’s Account Security
We disclaim liability for any losses or damages incurred due to your failure to maintain the security of your account, including but not limited to losses arising from unauthorized access, compromised passwords, phishing attacks, or social engineering. You are solely responsible for implementing and maintaining appropriate security measures for your account, including using strong passwords, enabling two-factor authentication when available, and protecting your login credentials.
Additional Representations and Acknowledgements Regarding Digital Rewards
You must carefully review and represent your understanding of key aspects of acquiring digital rewards.
When you acquire DRs in connection with the Websites, you further represent, warrant, acknowledge, and agree to the following:
(a) Means of Acquisition
You are acquiring DRs solely by and through your own efforts.
(b) Purpose of Acquisition:
You are acquiring DRs solely for consumptive use in connection with the Websites, not for distribution in any manner.
(c) No Investment Expectations:
You don’t see DRs as an investment; you have no expectation of economic benefit or profit by holding DRs.
(d) Exclusively for Personal Use:
DRs is for your own use, not intended to be sold to anyone else, or for any commercial use.
(e) No Enterprise or Network Ownership Rights:
Holding DRs does not give you equity, ownership, or any legal interest in the Websites, the network or the organizations operating or affiliated with the Websites or the network.
(f) No Marketing and Promotion of Financial Opportunity:
You will not describe or promote DRs as an investment or an avenue for financial gain, and will not attempt to fractionalize DRs or otherwise enable others to obtain interests in them.
(g) Understanding of Use and Functionality:
You possess an adequate understanding of DRs functionality and characteristics.
(h) Legal Compliance in Relevant Jurisdictions:
You comply with all laws and regulations in your jurisdiction that relate to your acquisition and use of DRs, including legal capacity, regulatory restrictions, and governmental consents.
(i) Prohibition on Illegal Activities:
DRs will not be used for any illegal activities, including but not limited to, wagering, betting, or gambling.
(j) Compliance with Tax Obligations:
You are solely responsible for determining, reporting, and paying any and all taxes, duties, and assessments arising from your acquisition or use of DRs in accordance with applicable laws.
YOU ACKNOWLEDGE AND AGREE THAT THE CHARACTERIZATION AND REGULATORY SCHEME GOVERNING DRS, CRYPTOCURRENCIES, AND BLOCKCHAIN TECHNOLOGY IS UNCERTAIN AND CONTINUALLY EVOLVING, AND IS ACCOMPANIED BY INHERENT RISKS, INCLUDING RISKS RELATED TO FAULTY OR INSUFFICIENT HARDWARE, SOFTWARE, OR INTERNET CONNECTIONS; INTRODUCTION OR INTRUSION OF MALICIOUS CODE OR SOFTWARE; HACKING OR UNAUTHORIZED ACCESS TO YOUR INVENTORY OR INFORMATION STORED THEREIN, OR OF THEFT OR DIVERSION OF FUNDS THEREFROM; VOLATILITY AND UNSTABLE OR UNFAVORABLE EXCHANGE RATES; AND THE RISK OF UNFAVORABLE REGULATORY INTERVENTION OR TAX TREATMENT IN RELATION TO TRANSACTION IN CRYPTOCURRENCY.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT DRS ARE HIGHLY EXPERIMENTAL, RISKY, AND VOLATILE, AND YOUR USE OF THE SERVICES TO ACQUIRE DRS MAY CARRY FINANCIAL RISKS. BY USING THE SERVICES, YOU REPRESENT THAT YOU HAVE SUFFICIENT KNOWLEDGE, SOPHISTICATION, AND EXPERIENCE WITH RESPECT TO DRS, CRYPTOCURRENCY, AND BLOCKCHAIN TECHNOLOGY, TO MAKE YOUR OWN EVALUATION OF THE MERITS AND RISKS OF ANY TRANSACTION CONDUCTED VIA THE SERVICES.
