Terms of Use

Updated June 30, 2023

Z League Inc. ("Z League", "us", "we", or "our") organizes and/or hosts tournaments for casual players of interactive online games ("Tournaments"), either individually or as part of a team of Players ("Teams"). We also enable players who have a Z League account ("Players") to organize challenges against other Players or Teams to see who can make the most kills, stay alive the longest or prevail in other challenges (collectively, "Challenges"), to participate in solo games ("Arcades"), to opt in to Bounty Missions (as defined below) as part of their Tournament play and to interact with other users via various social features described below. (Tournaments, Challenges, Bounty Missions and Arcades are referred to collectively as "Competitions".)

Your use of our service (including, but not limited to, your participation in any Competitions and your other use of our website (the "Site") or any of our apps (the "Apps") and of any features or capabilities thereof (collectively, the "Service") is subject to these Terms of Use (these "Terms") and to our Privacy Policy, which is incorporated into and made a part of these Terms by this reference. Accordingly, if you participate in any Competition or otherwise use the Service, you and we mutually agree that these Terms will constitute a binding, legally enforceable contract between you and us.

These Terms contain a mandatory arbitration provision that, as further set forth in the "Arbitration" section below, requires the use of arbitration on an individual basis to resolve disputes. It does not allow jury trials or any other court proceedings or class actions of any kind.

We do not develop, publish or distribute games. Accordingly, to use the Service, you must have an active account at the third-party site or with the third-party service that provides or hosts the game (i) for any Competition in which you wish to participate or (ii) in connection with which you want to store, display or share your play statistics or otherwise use our Service (each such game, a "Game", and each such account, a "Game Account"), as well as an account with us (your "Z League Account"). Accordingly, your use of any Game to participate in any Competition or otherwise use the Service will be subject to both any agreement between you and the publisher of that Game (e.g., Activision Blizzard, Inc. in the case of Call of Duty: Warzone Competitions) (the "Publisher") and to these Terms.

Your Z League Account can be terminated at any time by contacting Z League Support via email at [email protected].

You represent and warrant that: (i) you are of legal and consenting age to enter into these Terms or you have the permission of a lawful parent or guardian to enter into these Terms; (ii) you will perform your obligations hereunder in accordance with all applicable laws, rules, and regulations; and (iii) you will not disparage or denigrate us, our products or services, or your association with us.

The Games that we currently support can be found here. We may add Games to or delete Games from the Service at any time, in our sole and absolute discretion, without notice.

The types of Tournaments we support are described here. Some Tournaments are designed for individuals to compete against one another and some are designed for Teams of specific sizes to compete against one another (although we may also in our sole and absolute discretion allow Teams to compete against individuals and Teams of different sizes to compete against one another). Some Tournaments require individuals or Teams that compete therein to pay an entry fee and some are free. For some Tournaments, the entry fee may be credited from your Account Funds Balance, your Account Prize Balance or your Account Credit Balance (as those terms are defined below), at your discretion ("Credit Eligible Tournaments"), and for other Tournaments entry fees will only be accepted from your Account Funds Balance or Account Prize Balance.

Some Tournaments may support the option for you to opt-in to participate in quests to achieve a specified, pre-determined target (such as a minimum number of kills) that we set for you based on your Skill Level (as defined below) (a "Bounty Mission"). You may have the option to opt-in to any Bounty Mission at any time starting when you register for that Tournament until a short period (determined by us in our sole discretion) after the Tournament starts. To participate in a Bounty Mission, you will need to pay an entry fee in Credits (as defined below). Regardless of whether you win or receive any Prize for the Tournament, you will receive a Prize (as defined below) for the Bounty Mission in the form of Credits if you achieve the applicable pre-determined target, and you will receive no Prize for the Bounty Mission if you do not achieve that target.

As of the date that this version of these terms was published, Bounty Missions were available only for individual Players, regardless of whether that Player is participating in the applicable Tournament as part of a Team. We may in the future, in our sole discretion, launch Bounty Missions that can be played by groups of Players cooperatively.

Arcades (also known as Play Now) are solo competitions in which you may win Credit Prizes if you achieve a target (such as a certain number of kills in a certain period of time) that we establish for you based on your Skill Level. Although you may play any number of Arcades, only the first Arcade played in any 24-hour period will be eligible for a Credit Prize. (Accordingly, an Arcade will not be prize-eligible if it is played within 24 hours after you played a prize-eligible Arcade.)

Your eligibility to participate in Competitions depends on various factors that may change from time to time, including how many times you have played the applicable Games, your age and your place of residence. These eligibility criteria vary depending on the type of Competition (e.g., free entry Tournaments with Credit Prizes (as defined below) may have different eligibility requirements than free entry Tournaments with Sponsored Prizes (as defined below), and all free entry Tournaments may have different eligibility requirements than Tournaments that require entry fees). These eligibility requirements may be found here. You represent, warrant and covenant that, based on your level of specific gaming experience, age and place of residence, you will satisfy all eligibility requirements for any Competitions that you enter. You acknowledge and agree that we may ban you from using the Service if we believe, in our sole and absolute discretion, that you may have attempted to mislead us in any way, including with respect to your eligibility to participate in any Competition.

We use a skill-ranking algorithm that assesses the skill level of each individual or Team that competes in any Competition (each, an "Entrant") based on profile information available from each participant’s Game Account (with the skill level of any Team determined based upon the skill level of each of its members) ("Skill Level"). For some Tournaments, we place Entrants of similar Skill Levels into divisions ("Divisions") to help ensure that all Entrants have a reasonable opportunity to do well.

For each Challenge, and for Tournaments that have no Divisions or that have large Divisions with a relatively wide range of Skill Levels, we may apply a skill-ranking algorithm (the "Equalizer") that is intended to give each Entrant a roughly equal chance of winning by multiplying the score of each Entrant by an amount that is inversely proportional to such Entrant’s Skill Level.

You acknowledge and agree that the Equalizer is not perfect, that we make no representations or warranties about the Equalizer, and that you or your Team might compete in Tournaments or Challenges against Entrants whose Skill Levels differ significantly from yours or your Team's.

You agree not to Cheat. "Cheat" means to (i) use hacks or other improper means to improve your performance in any Competition, (ii) engage in any activity with respect to any Game that violates any of our rules posted here, the Publisher’s rules or your agreement with the Publisher, (iii) mislead or attempt to mislead our skill-ranking algorithm so as to be placed in a Division or receive an Arcade or Bounty Mission target that is intended for Players whose Skill Level is lower than your actual Skill Level with respect to the applicable Game, including, but not limited to, by establishing secondary or multiple Game Accounts or by intentionally performing below your actual Skill Level on Games, or (iv) otherwise attempt to obtain for yourself or any other Entrant an unfair advantage in any Competition.

We will at all times have the right (but not the obligation) to attempt to detect Cheating at the conclusion of any Tournament, Arcade or Sponsored Challenge (or at any other time). If we believe in our sole and absolute discretion that you (or anyone on your Team) has Cheated in any Competition, we may disqualify you from receiving any Prizes awarded for that Competition and may reflect that you have Cheated and been disqualified on your Profile (as defined below). Further, we may ban you from participating in any Competitions or otherwise using the Service permanently or for any shorter period as we may determine in our sole and absolute discretion. Nothing in this paragraph limits any other rights or remedies that we may have if you Cheat.

We may, in our sole and absolute discretion, provide you with a means to appeal any decision to ban you from the Service, whether temporarily, permanently or indefinitely. We may determine in our sole discretion whether to consider any appeal and, if we do consider an appeal, whether to modify or reverse any ban or suspension. You understand that we may elect not to communicate with you regarding any appeal unless we decide in your favor. We have no obligation to provide you with an opportunity to appeal any of our decisions regarding Cheating or to respond to any attempted appeal.

We make no representation or warranty that (i) we will endeavor to detect Cheating or (ii) if we do endeavor to detect Cheating, (x) that we will discover all Cheating or (y) that all of our conclusions regarding or accusations of Cheating will be correct. Accordingly, you understand that (i) Entrants who compete against you in Tournaments or Challenges might Cheat, (ii) we might fail to discover that Cheating, (iii) we might accuse you (or others on your Team) of Cheating even if you (or they) have not Cheated, (iv) we may strip you of Prizes and ban you from future Competitions and the Service based on incorrect conclusions regarding Cheating, and (v) we will not be deemed to have breached these Terms as a result of, and we will have no obligation or liability whatsoever in connection with, any of the foregoing.

You may purchase certain digital goods and merchandise (collectively, "Products") at the Z Store (the "Store"), accessible here and via the Apps. Digital goods may include discount codes, exclusive channel chat access, cosmetics and the opportunity to host Tournaments. Merchandise may include branded apparel and other items.

All sales of digital goods are final, and you may not return any digital goods. Except as otherwise provided in our return policy, you may return unused physical merchandise within 30 days of purchase using the process described in that policy. The purchase price you paid for any merchandise that your return in compliance with our return policy will be credited to your Account Funds Balance, Account Prize Balance or Account Credit Balance (as those terms are defined below), as the case may be, less any payment transaction fee that we set in our sole and absolute discretion ("Transaction Fee").

Prizes are generally awarded in Tournaments, prize-eligible Arcades and Bounty Missions and in certain Challenges ("Sponsored Challenges"). In some Tournaments and all prize eligible Arcades and Bounty Missions, such prizes ("Prizes") take the form of credits that can be applied against entry fees for future Competitions ("Credits") and for some Products ("Credit Eligible Products") or platform native items (such as virtual trophies and special avatars) ("Native Items"), and in other Tournaments and in Sponsored Challenges, Prizes may take the form of cash payments, merchandise or other in-kind awards (other than Credits) ("Sponsored Prizes"). Please note that the amount of Credits that you redeem in a given day may be capped.You acknowledge that Credits do not constitute your property and Credits are not transferable. Z League may modify the terms or benefits of Credits at any time without notice. Neither Credits nor Native Items may be converted into cash or withdrawn. Credits will expire 180 days after issuance. Neither Credits nor Native Items have any monetary value whatsoever and cannot be sold, purchased or bartered except as explicitly authorized by Z League.

Each Prize or Sponsored Prize that we advertise or announce for any Division of any Tournament is based on the assumption that such Division will be fully fielded. If your Division in any Tournament is not fully fielded, each Prize or Sponsored Prize for the winners in that Division may be reduced pro rata based on the actual number of Entrants in such Division. We will make commercially reasonable efforts to notify you of any such reduction before the applicable Tournament starts, but our failure to provide such notice will not be a breach of these Terms. We will under no circumstances be deemed to have breached these Terms or have any obligation or liability as a result of any Prize or Sponsored Prize reduction based on partially filled Divisions.

Some Tournaments cap the number of Teams or Players that may participate per Division, and some Tournaments do not cap the number of Teams or Players that may participate in each Division ("Uncapped Divisions"). You acknowledge that (i) your chances of winning may decrease as the number of participants in your Division increases, and (ii) we make no representation or warranty about the number of Teams or Players that will participate in any Uncapped Divisions.

In order to receive any Sponsored Prize, you may need to complete an identification verification process managed by a third-party that we engage for that purpose (our "Identity Verification Vendor"), and you may need to provide personal information to our Identity Verification Vendor, subject to our Identity Verification Vendor’s privacy policy. Further, you may be required to pay third-party payment processing or other fees to receive any Sponsored Prizes. We make no representations or warranties and will have no responsibility in connection with any third-party services or fees.

Notwithstanding any other provision of these Terms, we have the right (but not the obligation) to withhold any Prize or Sponsored Prize from you if we believe in our sole and absolute discretion that awarding such Prize or Sponsored Prize might violate any law or regulation.

Each Player has a profile that includes the Player’s Name, statistics regarding the Player’s performance in Competitions and other information that we may obtain from your Z League Account or your Game Accounts ("Profile"). You may have the ability to post additional information to your Profile.

Each Player’s Profile may be viewed by each other Player. Additionally, Players may elect to receive a feed that provides them with information from the Profiles of the Players that they follow. You agree that we may make the information in your Profile publicly available.

We provide Players the ability to chat with other Players via the Service ("Chat"). Like all features of the Service, your use of Chat is at your sole risk.

Players may request us to place them on a Team for a particular Tournament using our Team Builder Service. In that event, we may form the Team for such Tournament based on Skill Levels and potentially other information we have about Players. We make no representation or warranty regarding other Players with whom we place you on any Team via Team Builder, that those other Players will choose to compete as part of that Team, or that we will fulfill any request you make to be placed on a Team for any particular Tournament.

For Players who want to form Teams themselves, we offer our Team Up Service. Players who participate in that Service ("Participating Players") provide us with information about themselves, such as their favorite games and languages they speak. Based on the information provided by each Participating Player, as well as their Skill Level and potentially other information about them, we provide Participating Players with suggestions regarding other Participating Players with whom they may be compatible. A Participating Player may then send a Chat to any other Participating Player with whom he or she is potentially interested in forming a Team. We do not vet Participating Players (beyond reviewing their Game Account profiles) and make no representation or warranty about any suggestions we make via the Team Up Service.

You represent and warrant that (i) you have the legal right to use any credit card(s) or other payment method(s) that you use in connection with any payment you make or purport to make to us and (ii) any charges incurred by you will be honored by your credit card company. You further represent and warrant that all information that you provide in connection with any payment hereunder or any Sponsored Prize, including, but not limited to, your credit card or debit card number, the associated expiration date, your billing address, your billing zip code, your card security code and any bank account information, will be accurate and complete. You acknowledge and agree that (a) we may share any such information with third parties to facilitate any payment to or from you and (b) in order to pay us, you may be required to (x) have an account with an independent payment vendor, (y) provide us personal information relating to such account and (z) pay a Transaction Fee.

‍If you are located in a jurisdiction in which it is required to charge and collect tax (e.g., VAT or sales tax), then this tax is added to your total charge. Except in limited circumstances, this tax will be shown at the time of making a purchase on the Service, including without limitation, when a Subscriber sets up the initial subscription or purchases a prepaid direct message to a Creator.

We offer a renewing subscription program: Z League Membership. The Z League Membership program, and the terms thereof, can be modified or terminated at any time, in our sole and absolute discretion. Z League Memberships are final, non-transferable and non-refundable, except as required by law. We reserve the right to terminate your Z League Membership for any reason at any time, in our sole and absolute discretion.

When you buy a Z League Membership, you agree that, subject to applicable law, the Z League Membership will automatically renew and that Z League is authorized to charge you accordingly until you cancel your Z League membership subscription or we terminate your Z League Membership.

All amounts that you pay to us (the “User-Provided Funds”) and all promotional amounts that we provide to you (the “Z League-Provided Funds”) will be credited to your Z League Account stored value balance (your “Account Funds Balance”), all cash Prizes that you win will be credited to your Z League Account prize balance (your “Account Prize Balance”), and any Credits that you win or otherwise receive will be credited to your Z League Account Credit balance (your “Account Credit Balance”, and together with your Account Funds Balance and Account Prize Balance, your “Account Balance”).

You may withdraw any amounts from your Account Prize Balance (subject to the provisions above regarding our Identity Verification Vendor, any associated fees, and minimums as required by Z League) or apply those amounts towards entry fees for Tournaments and purchases of Products. However, you may not withdraw any amounts from your Account Funds Balance (except as required by law) or from your Account Credit Balance. Rather, your Account Funds Balance and your Account Credit Balance are not refundable and may only be redeemed for specified goods and services from Z League.

In particular, you may apply amounts from your Account Funds Balance or your Account Credit Balance to the entry fees for Tournaments or the purchase price for Products (except that only your Account Funds Balance may be applied towards the purchase of Products that are not Credit Eligible Products or the entry fees for Tournaments that are not Credit Eligible Tournaments), and we will debit your Account Funds Balance or Account Credit Balance (as the case may be) accordingly. Please note that you may not redeem a total of more than $2,000 of your Account Funds Balance or Account Prize Balance per day for fees or to purchase Products. Credits that expire will be deducted from your Account Credit Balance.

If you withdraw from any Tournament within 24 hours of the time that the Tournament starts, if you fail (or, except as provided below, any member of your Team fails) to show up for a Tournament, or if you are disqualified for Cheating or any other reason, any entry fees paid for that Tournament and for any related Bounty Missions will be forfeited. However, if you voluntarily withdraw from a Tournament at least 24 hours before the Tournament starts, or if another member of your Team that we organize via our Team Builder Service fails to show up for a Tournament, any entry fee that you paid for that Tournament and any associated Bounty Mission will be credited back to your Account Funds Balance, Accounts Prize Balance or Account Credit Balance, as the case may be, less any Transaction Fee.

If you have not logged into your Z League Account for a period of six (6) months, you will receive email notice (an “Inactivity Notice”) to the email address registered to your Z League Account that your Z League Account has been deemed dormant due to inactivity (“Dormant Account”).

If there has been no activity on your Dormant Account for thirty (30) days from the Inactivity Notice, (i) all Z League-Provided Funds will be immediately removed from your Account Funds Balance and returned to Z League and (ii) all Credits in the Account Credit Balance will immediately expire.

Upon the later to occur of (i) thirty (30) days following the Inactivity Notice without any activity on your Dormant Account or (ii) the amount of time specified by applicable state law following your last logging into your Z League Account, your Z League Account will be presumed to be abandoned property (“Abandoned Account”). All User-Provided Funds, all Account Prize Balances and any other funds remaining in the Account Balance of Abandoned Accounts will be reported and remitted in accordance with applicable state law. Once such funds have been turned over to the applicable state authority, we have no further liability to you for such funds and if you choose to reclaim such funds, you must comply with applicable laws governing the same.

You are solely responsible for ensuring that no Team names or usernames (collectively, "Names") that you use (or that any Team of which you are a member uses) violate the trademark or other intellectual property rights, privacy rights, rights of publicity, or other rights of any person. Further, you acknowledge and agree that Names may not be offensive, vulgar, obscene or controversial and may not in any event disparage any person or group on any basis, including, but not limited to, on the basis of race, nationality, ethnicity, sexual orientation, sexual identity or gender or otherwise violate these Terms (including the provisions of these Terms regarding our Code of Conduct). We reserve the right to reject any Name at any time, for any reason, in our sole and absolute discretion. Further, we may withdraw our acceptance of any Name upon notice to you at any time, for any reason, in our sole and absolute discretion. In that event, you will be required to promptly change your Name in order to participate or continue to participate in any Tournaments. Without limiting any of other rights or remedies, if we believe in our sole and absolute discretion that you intentionally selected (or participated on a Team that selected) a Name that is inappropriate or offensive or that could give rise to liability or impair our good name and reputation, we may ban you from using the Service.

If you believe that we have made an error in the score achieved in any Tournament by you or your Team, you may submit a notice of dispute as to your (or your Team’s) score using the process found here (the “Score Dispute Process”) within one hour after the Tournament ends. If we determine that there was an error and we further determine that you were or your Team was denied a Prize that you or your Team would have received had such error not been made, we will issue that Prize to you or your Team.

If you fail to timely submit a scoring dispute in accordance with the Score Dispute Process, the initial score issued will be final and no longer subject to appeal. If you do timely submit a scoring dispute in accordance with the Score Dispute Process, our decision will be final and not subject to further appeal. We make no warranty that all scores will be correct or that we will correctly determine whether a scoring error was made or any Prizes were lost as a result. We will not be in breach of these Terms or have any liability whatsoever for any scoring error or any failure to identify or correct any such error or for any Prize that is lost as a result.

As between you and Z League, all content, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on and “look and feel” of the Service, and all intellectual property rights related thereto (the “Z League Content”), are either owned or licensed by us, it being understood that you or your licensors will own any User Content (as defined below) you upload or transmit through the Service. Use of the Z League Content or materials on the Service for any purpose not expressly permitted by these Terms is strictly prohibited. Such content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.

You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Service, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions, and usage data, and except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value whatsoever.

Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, non-assignable, personal, revocable, worldwide license to access and use the Service, including to download the Apps on a permitted device, and to access the Z League Content solely for your personal, non-commercial (except on the Services and as expressly permitted by these Terms) use through your use of the Service and solely in compliance with these Terms. We reserve all rights not expressly granted herein in the Service and the Z League Content. You acknowledge and agree that we may terminate this license at any time for any reason or no reason.

You acknowledge and agree that when you view content provided by others on the Service, you are doing so at your own risk. The content on our Service is provided for general information only. It is not intended to be advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Service.

We make no representations, warranties or guarantees, whether express or implied, that any Z League Content (including User Content) is accurate, complete or up to date. You acknowledge that although we have no obligation to pre-screen, monitor, review, or edit any content posted by you and other users on the Service (including User Content), we may, at our sole discretion, delete or remove User Content at any time and for any reason, including for violating these Terms, or our Privacy Policy, or if you otherwise create or are likely to create liability for us.

Users of the Service, in any capacity in which they use the Service, whether as a visitor, Player, Subscriber, Creator or otherwise, may be permitted to upload, post, communicate, transmit (such as via a stream) or otherwise make available content through the Service including, without limitation, any text, photographs, user videos, text, photos, videos, Chats, sound recordings and the musical works embodied therein (including videos that incorporate locally stored sound recordings from your personal music library and ambient noise), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, messages, direct messages, and any other material whatsoever (such content being “User Content”). Users of the Service may also extract all or any portion of User Content created by another user to produce additional User Content, including collaborative User Content with other users, that combine and intersperse User Content generated by more than one user. Users of the Service may also overlay music, graphics, stickers, and other elements provided by Z League (“Z League Materials”) onto this User Content and transmit this User Content through the Service.

Whenever you access or use a feature that allows you to upload or transmit User Content through the Service (including via certain third party platforms such as Twitch, YouTube, Kick, etc.), or to make contact with other users of the Service, you must comply with the standards set out in these Terms. You may also choose to upload or transmit your User Content, including User Content that includes Z League Materials, on sites or platforms hosted by third parties. If you decide to do this, you must comply with their content guidelines as well as with the standards set out in these Terms. As noted above, these features may not be available to all users of the Service, and we have no liability to you for limiting your right to certain features of the Service.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty, pursuant to the Indemnification provision included in these Terms. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

You represent and warrant that (i) other than elements provided by us, you have all rights, power, and authority necessary to grant the rights to the User Content contained within these Terms, (ii) the User Content will not defame any third party or violate or infringe upon any third party rights, including, without limitation, intellectual property rights and rights of publicity and privacy, and any obligations of confidentiality; (iii) there will be no restraint or limitation upon our right to use the User Content and the User Content therein (including your likeness) in accordance with these Terms; (iv) you will not use any third party content or proprietary materials (including logos, names, images, etc.) in the User Content without first obtaining all necessary rights and licenses for use including our express written consent; and (v) other than elements provided by us, the User Content shall comply with any content, brand guidelines, or usage restrictions provided by us.

Any User Content will be considered non-confidential and non-proprietary. You must not post any User Content on or through the Service or transmit to us any User Content that you consider to be confidential or proprietary. When you submit User Content through the Service, you agree and represent that you own that User Content, or you have received all necessary permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Service, to transmit it from the Service to other third party platforms, and/or adopt any third party content, and that you are able to provide, and do provide, the licenses granted to us pursuant to these Terms.

If you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not post such sound recordings to the Service unless you have all permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Service.

You or the owner of your User Content still own the copyright in User Content sent to us, but by submitting User Content via the Service, you hereby grant us an unconditional irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorize other users of the Service and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented.

You further grant us a royalty-free license to use your username, image, voice, and likeness to identify you as the source of any of your User Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.

By posting User Content to or through the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you post to or through the Service.

We also have the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to our Service constitutes a violation of their intellectual property rights, or of their right to privacy.

We, or authorized third parties, reserve the right to cut, crop, edit or refuse to publish, your content at our or their sole discretion. We have the right to remove, disallow, block or delete any posting you make on our Service if, in our opinion, your post does not comply with the content standards set out in these Terms. In addition, we have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any User Content (i) that we consider to violate these Terms, or (ii) in response to complaints from other users or third parties, with or without notice and without any liability to you. As a result, we recommend that you save copies of any User Content that you post to the Service on your personal device(s) in the event that you want to ensure that you have permanent access to copies of such User Content.

You control whether your User Content is made publicly available on the Service to all other users of the Service or only available to people you approve. You should exercise caution in deciding whether to include any personal, financial or other sensitive information in any User Content. If you choose to include any of your personally identifiable or other information User Content, you do so at your own risk. To restrict access to your User Content, you should select the privacy setting available within the Service.

We accept no liability in respect of any content submitted by users and published by us or by authorized third parties.

You acknowledge that we cannot prevent other Players from using User Content and personal information disclosed in any User Content, even if their use of that information violates the law or your personal privacy or safety. None of the User Content will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part, and we will not be liable for any use or disclosure of any User Content.

When viewing or responding to any User Content, you should not assume that people are who they say they are, know what they say they know or are affiliated with whom they say they are affiliated with. Information contained in User Content may not be reliable, and it is not a good idea to make any decisions based solely or largely on information you cannot confirm. We are in no way responsible for the content or accuracy of any information in any User Content and will not be responsible or liable in any way for or in connection with any decisions you make or actions that you take or forego based on such information.

The information and materials in the User Content, including User Content that includes Z League Materials, have not been verified or approved by us. We take no responsibility for and do not expressly or implicitly endorse, support, or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content. We may and expressly reserve the right, but have no obligation, to monitor, review, analyze, store, alter or remove any User Content at any time, and to monitor, review or analyze your access to or use of any such User Content, in each case by manual, automated or other means, and in each case for any purpose. You acknowledge and agree that we have the right to disclose any information relating to any User Content, including, but not limited to, the circumstances surrounding its transmission and the identity of the person who initiated or received such User Content, to any third party for any reason or purpose.

You acknowledge that once your User Content is posted, we cannot control and will not be responsible to you for the use which other users or third parties make of such User Content. You can delete your Z League Account at any time, but you acknowledge that deleting your Z League Account will not of itself prevent the circulation of any of your User Content which may have been recorded by other users, even if in breach of these Terms, or by third parties prior to the deletion of your Z League Account.

We offer a platform to allow content creators to provide exclusive and specialized User Content to their supporters through our “Creator Subscriptions”. You are a “Creator” if your Z League Account is set up with us as a “Creator Account”. You are a “Subscriber” if you purchase a subscription, direct message or other service/product offered through a Creator Subscription. For the avoidance of doubt, you can be both a Creator and a Subscriber (for example, by having a Creator Account with us and purchasing services/products through a different Creator’s Creator Subscription).

We are constantly experimenting with product features to make the Service better and may add, remove, or test Creator Subscriptions with a subset of Creators and/or Subscribers. Access to these Creator Subscriptions is not guaranteed and may not be subject to your control. Instead, we may enable and disable these early-access, beta, or test features at our sole discretion, and these Creator Subscriptions may also be subject to additional restrictions and limitations. ‍Further, Creator Subscriptions vary, and we have limited control over the quality and specific offerings.

Creator Subscription prices may change at any time. The timing and amount of each subscription depends on the type of offering or subscription you select and the Creator you support.

When you buy a creator subscription, you agree that the creator subscription charge will automatically renew and that Z League is authorized to charge you accordingly until you cancel your creator subscription or we terminate your creator subscription or your Z League account.

Creators may generate User Content that is behind a paywall (“Locked Content”). To access Locked Content, a Subscriber must have an active subscription to the Creator.

Subscribers may not use User Content posted by Creators (including Locked Content (as defined below) in any way not authorized by the Creator, including sharing such User Content with others who have not purchased a subscription through which that User Content was made available.

After subscribing to a Creator, you may also purchase direct messages to them. Direct messages are charged on a pre-paid basis with no refunds and no guarantees of any kind (even if the Creator does not respond to one or multiple messages from you). Minimum direct message prices may change at any time. You shall pay the applicable minimum direct messaging price listed at the time of each purchase. For the avoidance of doubt, direct messages constitute User Content and must comply with these Terms, including the Code of Conduct contained herein.

You can cancel any or all of your Creator Subscriptions at any time by following the instructions available here. Once you cancel a Creator Subscription, you can still enjoy it for the period of time you already paid for.

You will lose access to a Creator’s Locked Content if your payment method fails, the Creator blocks you, or the Creator’s Z League Account is deleted. We are not required to allow you to be a Subscriber of any particular Creator.

To become a Creator, simply apply through the Site or App. Eligibility requirements and limitations apply as determined in our sole discretion. If we accept your application, then we will notify you that you are a Creator.

As a Creator, you can provide your Subscribers with something exciting that gives them unique benefits, like access to exclusive content, and individual engagement. In return, you will receive recurring revenue from the subscription and/or prepaid direct messages. Note that we are not required to allow any particular person or group of persons to be your Subscriber.

Subscribers may pay a monthly fee to enroll in and maintain a Creator Subscription. The minimum price of the subscription will be determined by the Creator.

Subscribers may purchase direct messages to a Creator. The minimum direct message price will be determined by the Creator.

All User Content included in a direct message must comply with these Terms.

Creators may send Locked Content to Subscribers who maintain a Creator Subscription to the Creator. The minimum Locked Content price will be determined by the Creator.

All Locked Content must comply with these Terms.

You may grant us access to your third-party accounts, such as Google and Twitter for authentication-related purposes or for some features to operate. Each time you connect your third-party account, that third-party account will present a page that describes the information that we can access. At any time, you can revoke our access to those accounts using the respective third party’s security settings page.

Only individuals are allowed to be Creators. Every Creator is bound personally by these Terms. When you create a Creator Account, you must provide us with accurate information, in good faith, and you agree to keep your information updated if it changes.

You are responsible for anything that occurs when anyone is signed into your Creator Account, as well as the security of the Creator Account. If you have an agent, agency, management company or other third party which assists you with the operation of your Creator Account (or operates it on your behalf), this does not affect your personal legal responsibility. Our relationship is with you, and not with any third party, and you will be legally responsible for ensuring that all User Content posted from and all use of your Creator Account complies with the Terms.

Please contact us immediately if you believe your Creator Account has been compromised.

‍We have the right to monitor Creators and User Content and its compliance with these Terms and applicable law, including but not limited to compliance with the FTC Guides Concerning Use of Endorsements and Testimonials in Advertising (the “FTC Guides”) (found at https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255 and https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf) and the FTC’s Disclosures 101 for Social Media Influencers (https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf). We have the right to address noncompliant uses and/or publications of the User Content (as determined by us in our sole discretion) by taking any of the following actions alone or in combination: (i) requiring you to fix the User Content; (ii) fixing the User Content on our own or through an agent; (iii) terminating your Z League Account; and/or (iv) taking any other actions available to us under any applicable laws. Without limiting the generality of the foregoing, at our request, Creator agrees to immediately remove or modify (as instructed by us) any User Content or portion thereof that we determine in our sole discretion is not in compliance with these Terms or the FTC Guides.

Export laws and regulations of the United States and other applicable jurisdictions may prohibit us from conducting business with certain Creators. Additionally, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”) has implemented many economic or financial sanctions programs that could prevent us from sending funds or information to Creators in certain countries. It is your responsibility as a Creator to ensure that there are no export laws, export regulations, or OFAC sanctions programs that affect your use of our Service. The U.S. Department of the Treasury maintains a list of active OFAC sanctions programs.

You represent that you are not named on any U.S. government list of persons or entities prohibited from receiving exports, and you shall not permit anyone to access or use the Service in violation of any U.S. export embargo, prohibition, or restriction.

Your use of the Service constitutes your acknowledgement of OFAC sanctions programs and agreement that you, as a Creator, will either forego using the Service or obtain (and provide us with proof of) an exemption using the appropriate channels if any OFAC sanctions programs impact your use of the Service. You represent and warrant that your use of the Service will not violate any regulations administered and enforced by any OFAC sanctions program.

Creator, does hereby agree to release us and each of our parents, affiliates, subsidiaries, partners, members, shareholders, officers, directors, employees, agents, and subcontractors (hereinafter individually and collectively referred to as the “releasees”) with respect to any and all injury, disability, death, or damage (including attorneys’ fees and expenses) to person, property or reputation that creator may have arising out of or in connection with creator’s participation in any of our events, whether arising from the negligence of one or more of the releasees, third parties, or otherwise, to the fullest extent permitted by applicable law.

You acknowledge and understand that we may regularly update, enhance, modify and otherwise change the Service, including by adding features or capabilities to or removing features or capabilities from the Service, or by changing our rules or policies relating to Competitions or other aspects of our Service (including without limitation the Z League Membership and Creator Subscriptions), in each case without notice and in our sole and absolute discretion. Further, we may suspend or terminate your access to or use of the Service, including access to any Profile or other information of or about you, at any time, in our sole and absolute discretion, without notice.

No such change, suspension or termination shall be a breach of these Terms by us or give rise to any obligation or liability whatsoever on our part.

To use the Service, you will need to provide us the username or other identifying information that you use in connection with any applicable Game as well as your birthdate, country of residence, and any other information that we require to confirm your eligibility, and you agree that we may access additional information about you from your Game Account profile. You further agree that we may download, store, copy, use and disclose the foregoing information as contemplated in these Terms and other materials that we refer to in these Terms or in our Privacy Policy.

Additionally, you agree that (i) we may disclose your personal information that we gather or that you provide to us to our affiliates, provided that each such affiliate agrees or is required to protect, and to refrain from using or disclosing, such information except as expressly authorized hereunder, and (ii) that we and each of our affiliates may use such information for any internal purpose, including, without limitation, to improve the Service.

The Services, including, but not limited to, any Services relating to any Competition, the Site and the Apps, and all Products, are provided AS IS, without any warranties, except to the extent that we expressly state otherwise in writing in connection with any Product purchase. Without limiting the generality of the foregoing, Z League expressly disclaims (i) any warranty that the Service will be uninterrupted or error free and (ii) all implied warranties, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The duration of any implied warranty that is not effectively disclaimed will be limited to the longer of (i) thirty (30) days from the date that you first accept these Terms and (ii) the shortest period allowed under applicable law.

Some jurisdictions do not permit the disclaimer of implied warranties or limitations on how long an implied warranty lasts; therefore, some or all of the provisions of this section may not apply to you.

When creating your Z League Account, you will be required to select a username, password and potentially other identifying information to control access to your Z League Account ("Access Credentials"). You must not disclose your Access Credentials to anyone. You are responsible for keeping your Access Credentials secret. To the maximum extent permitted by law, you are exclusively responsible for all activities that occur in or using your Z League Account and accept all risks of any unauthorized access to your Z League Account. You must notify us immediately upon becoming aware of any breach of security or unauthorized access to or use of your Access Credentials or Z League Account.

• post or transmit any User Content or use any Name that is, or that we consider in our sole discretion to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, immoral, obscene, pornographic, hateful, threatening or otherwise objectionable, including, but not limited to, anything that denigrates any group defined by race, religion, gender, national origin, sexual orientation or sexual identity, and further including, but not limited to, User Content or Names that include expressions of bigotry, prejudice, racism, hatred or excessive profanity or that are obscene, lewd, lascivious, violent or harassing;

• violate any local, state, federal, national or international law;

• sell or promote any products or services;

• introduce or transmit viruses, worms, Trojan horses or other malware;

• display material that exploits children;

• infringe or otherwise violate any copyright, patent, trademark, service mark, trade secret or other intellectual property right, right of publicity, moral right or other right of any individual or entity ("person");

• promote, solicit or participate in multi-level marketing or pyramid schemes;

• harass, embarrass, defame or cause distress or discomfort to another Player or other person;

• impersonate any other person;

• publish or disclose any personally identifying information or private information about anyone without their consent (or their parent’s consent in case of a child under 18 years of age); or

• publish or transmit any unsolicited advertising, promotional materials or any other forms of solicitation.

You will be responsible for and will pay us the amount of any and all costs, liabilities, demands, claims, suits, actions, damages, losses, judgments and expenses, including without limitation, attorneys’ fees (collectively, “Damages”) arising out of or in connection with your participation in any Competition or any other use of the Service, the Site or the Apps, including, but not limited to, your selection of Team name, any User Content, link or other matter that you post via the Service, the Site or the Apps, or your participation in the Z League Membership program, but excluding any Damages to the extent attributable to our breach of these Terms or violation of law.

In your capacity as a Subscriber, you further agree to indemnify us and our parents, affiliates, third-party service providers, subsidiaries, and related companies, officers, directors, agents, and employees from and against any and all Damages arising out of or related to a Subscriber’s use of the Creator Subscriptions. We reserve the right to exclusive control over the defense of a claim covered by this clause. If we exercise our right to control the defense of a claim asserted against us, then you will cooperate with us and help us in our defense.

As a Creator your further agree to defend, indemnify and hold us and our parent, affiliates, subsidiaries, and related companies, officers, directors, agents, and employees from and against any and all Damages arising out of or related to: (i) any breach or alleged breach of Creator’s obligations, representations, or responsibilities under these Terms; (ii) the User Content; (iii) Creator’s development, production, distribution, operation, or exploitation of the User Content, including but not limited to, Creator’s failure to comply with applicable disclosure requirements under applicable laws, such as the FTC Endorsement Guidelines, (iv) Creator’s negligence, gross negligence, willful misconduct, or fraud, (v) any unauthorized use, disclosure, or infringement of any person’s or entity’s intellectual property or proprietary rights, and (vi) Creator’s usage of the Service. We may, at our election, assume the defense, settlement or other resolution of such claim with counsel of its own choosing, at Creator’s cost and expense.

We may change these Terms at any time by posting a new version of these Terms. We will make reasonable efforts to make our community of users aware of any changes to these Terms.

The version of these Terms that governs your participation in any Competition and your use of the Service, the Site or the Apps in connection with that Competition will be the version that is current when you enter that Competition. Your other use of the Service, the Site or the Apps (i.e., any use that is not associated specifically with a particular Competition) will be subject to the version of the Terms in effect at the time of such use.

Any contests, sweepstakes or other promotions (including, but not limited to, any monthly prize pool) (collectively, "Promotions") made available through the Service may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for any Promotion conflict with these Terms, the Promotion rules will apply for purposes of that Promotion.

Promotions may be available for a limited time.

We expect you to respect the intellectual property rights of others, and we take claims of copyright and trademark infringement seriously. We will respond to notices of alleged copyright or trademark infringement that comply with applicable law. If you believe any materials accessible on or from the Service, the Site or the Apps infringe on your intellectual property rights, you may request removal of those materials (or access to them) from the Service, the Site or the Apps by submitting written notification to:

Z League Support, 113 Cherry Street, PMB 94933, Seattle, WA 98104, [email protected]

In order to be effective, your notice must include the following information:

• Adequate information by which we can contact you (including your name, address, phone number and email address).

• Your physical or electronic signature.

• Identification of the protected work you believe to have been infringed or, if the claim involves multiple works on the Service, the Site or the Apps, a representative list of such works.

• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material (e.g., a URL link where the material can be found on the Site).

• For copyright infringement claims: A statement that you declare, under penalty of perjury, that (i) all information contained in the notice is accurate, (ii) you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as fair use), and (iii) that you are the owner or that you are authorized to act on behalf of the copyright owner.

• For trademark infringement claims: A statement that you declare, under penalty of perjury, that (i) all information contained in the notice is accurate, (ii) you have a good faith belief that use of the intellectual property is not authorized by the rights owner, its agent, or the law, and (iii) that you are the owner or that you are authorized to act on behalf of the rights owner.

It is our policy to disable and/or terminate the Z League Account (and related rights and privileges) of repeat infringers.

The Service may contain links to third-party web sites or services that are not owned or controlled by Z League. No such link should be construed as an endorsement of any type.

You acknowledge and understand that Z League has no control over, and assumes no responsibility for, the services, goods or content provided by or made available at, or the privacy policies, terms of service or practices of, any third-party web sites or services. Accordingly, you access, use or acquire any such services, goods, content or site at your sole risk. We strongly advise you to read the terms of use, terms and conditions and privacy policies of any third-party web sites or services that you visit.

Please read this provision very carefully. It limits your rights in the event of a dispute between you and us.

You and we agree that any and all past, present and future disputes, controversies, claims, or causes of action arising out of or relating to your participation in any Competition, use of any Service, the Site or the Apps, or arising out of or relating to these Terms, the Privacy Policy, your Z League Account, your Account Funds Balance, your Account Prize Balance, your Account Credit Balance, or any Prize, and any other controversies or disputes between you and us (including disputes regarding the effectiveness, scope, validity or enforceability of this agreement to arbitrate) (collectively, “Dispute(s)”), shall be determined by arbitration, unless (i) your Country of Residence does not allow this arbitration agreement; (ii) you opt out as provided below; or (iii) your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and we further agree that any arbitration pursuant to this section will be conducted only on an individual basis and not in a class, group, consolidated, or representative action. By agreeing to these dispute resolution terms, you are waiving the right to participate in a class action and the right to a jury trail. Further, unless you and we mutually agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The award of the arbitrator may be entered in any court having jurisdiction.

"Country of Residence" for purposes of this agreement to arbitrate means the country in which you hold citizenship or legal permanent residence; provided that if you have more than one country of citizenship or legal permanent residence, it shall be the country in which you hold citizenship or legal permanent residence with which you most closely are associated by permanent or most frequent residence.

We want to address your concerns without the need for a formal dispute resolution process. Before filing a claim against us, you agree to try to resolve the Dispute informally by contacting us in writing at 113 Cherry Street, PMB 94933, Seattle, WA 98104, or via e-mail at [email protected], to notify us of the actual or potential Dispute. Similarly, we will undertake reasonable efforts to contact you to notify you of any actual or potential dispute to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the "Notifying Party") will include in that notice (a "Notice of Dispute") your name (to the extent known), the Notifying Party’s contact information for any communications relating to such Dispute (including for the Notifying Party’s legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party (the "Notified Party") to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.

If, notwithstanding the Notifying Party’s compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of these Terms, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such Dispute.

Unless you opt out of this agreement to arbitrate as provided below, you and we each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, subject to the exceptions set forth below.

If you do not wish to be subject to this agreement to arbitrate, you may opt out of this arbitration provision by sending a written notice to us at 113 Cherry Street, PMB 94933, Seattle, WA 98104, or via e-mail at [email protected], within thirty (30) days of the first time you accept these Terms (or any prior version of these Terms) or, if earlier, your first use the Service. You must date the notice and include your first and last name, address, and a clear statement that you do not wish to resolve disputes with us through arbitration. If no notice is submitted in the manner described above by the 30-day deadline, you will have irrevocably waived your right to litigate any Dispute except with regard to the exceptions set forth below. By opting out of the agreement to arbitrate, you will not be precluded from participating in any Tournament or Challenge or from otherwise using any Service, the Site or the Apps, but you and we will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.

The arbitration procedure depends on your Country of Residence.

If your Country of Residence is the United States:

You and we agree that the American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought ("AAA Rules"). Those rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available in an individual lawsuit, other than remedies that you effectively waived pursuant to these Terms. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other of our customers or users, as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. In that event, each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as may be and to the extent otherwise required by law, the arbitration proceeding and any award shall be confidential.

You and we further agree that the arbitration will be held in the English language in Washington D.C. or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. If we elect arbitration, we shall pay all of the AAA filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the AAA Rules, or in accordance with countervailing law if contrary to the AAA Rules. However, if the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator(s) finds that either the substance of your claim or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). In such circumstances, fees will be determined in accordance with the AAA Rules. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided herein or required by law. If your Country of Residence is the United States, this agreement to arbitrate shall be construed under and be subject to the Federal Arbitration Act (U.S. Code Article 9), notwithstanding any other choice of law set out in these Terms.

If your Country of Residence is any country other than the United States:

The Dispute will be referred exclusively to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre (BCICAC) pursuant to its applicable Rules posted here: http://bcicac.com. The appointing authority will be the British Columbia International Commercial Arbitration Centre. There will be a single arbitrator who shall be a practicing B.C. lawyer. Arbitration will take place in the English language in Vancouver, British Columbia, Canada. You may choose to have the arbitration conducted via videoconference, telephonically or via other remote electronic means. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. The BCICAC Rules will govern payment of all arbitration fees, or arbitration fees will be paid in accordance with the countervailing law of your Country of Residence if contrary to the BCICAC Rules.

Regardless of your County of Residence or the rules of a given arbitration forum, you and we agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor we may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against us will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time. To the maximum extent permitted by applicable law, neither you nor we shall be entitled to consolidate, join or coordinate disputes by or against other individuals or entities with any Disputes, or to arbitrate or litigate any Dispute in a representative capacity, including as a representative member of a class or in a private attorney general capacity. In connection with any Dispute, any and all such rights are hereby expressly and unconditionally waived. Without limiting the foregoing, any challenge to the validity of this paragraph or otherwise relating to the prohibition of Collective Arbitration shall be determined exclusively by the arbitrator.

Notwithstanding the agreement between you and us to arbitrate Disputes, you and we each retain the following rights:

• If your Country of Residence is the United States, you and we retain the right (i) to bring an individual action in small claims court; and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
• If your Country of Residence is not the United States, you and we may assert claims, if they qualify, through the small claims process in the courts of your Country of Residence. Further, as applicable, this agreement to arbitrate does not deprive you of the protection of the mandatory provisions of the consumer protection laws in your Country of Residence; you shall retain any such rights and this agreement to arbitrate shall be construed accordingly.
• Except as otherwise required by applicable law or provided in these Terms, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and we agree that any judicial proceeding may only be brought in a court of competent jurisdiction in New York, New York. Both you and we consent to venue and personal jurisdiction in New York, New York. Notwithstanding the foregoing, either party may bring any action to enforce its intellectual property rights or confirm an arbitral award in any court or administrative agency having jurisdiction.

This agreement to arbitrate shall survive the termination or expiration of these Terms. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. If a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of these Terms not specifically related to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.

If your Country of Residence is the United States, these Terms shall be governed by and construed in accordance with the laws of the state of Delaware applicable to contracts entered into and performed in Delaware by residents thereof; provided that, as provided above, all provisions hereof related to arbitration shall be governed by and construed in accordance with the Federal Arbitration Act (U.S. Code Title 9). If your Country of Residence is not the United States, these Terms shall be governed by and construed in accordance with the laws of Ontario, Canada, applicable to contracts entered into and performed in Ontario by residents thereof.

In no event shall Z League, its affiliates, service providers or licensors, or their respective directors, shareholders, members, officers, employees, agents or representatives, be liable under these Terms or otherwise to you in connection with any Competition, the Z League Membership program, the Service, the Site, the Apps, or the Creator Subscriptions, for: (i) any amounts greater than the value of the fees paid by you to us during the one hundred eighty (180) days immediately preceding the date of any claim giving rise to such liability or (ii) any lost profits or any special, incidental, indirect, consequential, exemplary or punitive damages, in either case whether based in contract, tort (including but not limited to negligence), strict liability, or otherwise, even if an authorized representative of Z League has been advised of, or knew of, or should have known of, the likelihood of such damages. Some jurisdictions do not permit the exclusion or limitation of incidental or consequential damages; therefore, some or all of the limitations in this paragraph may not apply to you.

If you breach these Terms and Z League chooses not to immediately respond, or chooses not to respond at all, Z League will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. No failure to act or delay in acting by Z League will be deemed to be a waiver of any type.

Z League is not responsible for, and shall not be deemed to have breached these Terms, by reason of anything caused by circumstances beyond Z League’s reasonable control, including, but not limited to, the unlawful, dishonest, fraudulent or malicious acts of any third persons, natural disasters, failure of telecommunications or other infrastructure or services, war, riot, civil unrest, labor disturbances, pandemic, changes in law, or the acts of any court or other governmental actors.

You may not assign, sub-license or otherwise transfer any of your rights under these Terms. Z League may assign these Terms at any time, in its sole and absolute discretion, without notice.

Except as provided above with respect to the provisions of these Terms prohibiting Collective Arbitration, if any provision of these Terms is held to be invalid, ineffective or unenforceable by a court of competent jurisdiction or arbitrator, the remaining provisions of these Terms will remain valid, effective and enforceable.

We welcome questions, comments and other feedback about these Terms and the Service, including ideas, proposals, suggestions or other materials (“Feedback”). However, you acknowledge and agree that we will treat all Feedback as non-confidential, and you hereby grant us a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid-up license to create derivative works based upon any of your Feedback and to reproduce, publicly display, publicly perform, use, commercialize, disclose, import and distribute such Feedback and derivative works in any way and for any purpose, and to assign or otherwise transfer such license or otherwise authorize others to do any of the foregoing, without notice or obligation to you. You further acknowledge and agree that your provision of Feedback is gratuitous, unsolicited and without restrictions, and does not place us under any fiduciary or other obligation.

These Terms (including any documents incorporated into these Terms by reference) constitute the entire agreement between you and us regarding the Service, including, but not limited to, any Competition, the Site and the Apps. If there exists any prior agreement, whether oral or written, regarding the Service, that prior agreement is replaced by these Terms.

App Stores

To the extent permitted by applicable law, the following supplemental terms shall apply when accessing the Apps through specific devices:

Notice regarding Apple.

By downloading the App from a device made by Apple, Inc. (“Apple”) or from Apple’s App Store, you specifically acknowledge and agree that:

• These Terms between Z League and you; Apple is not a party to these Terms.

• The license granted to you by the Apple app store is limited to a personal, limited, non-exclusive, non-transferable right to install the App on the Apple device(s) authorized by Apple that you own or control for personal, non-commercial use, subject to the Usage Rules set forth in Apple’s App Store Terms of Services.

• Apple is not responsible for the App or the content thereof and has no obligation whatsoever to furnish any maintenance or support services with respect to the App.

• In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.

• Apple is not responsible for addressing any claims by you or a third party relating to the App or your possession or use of the App, including without limitation (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

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

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

• Apple and its subsidiaries are third party beneficiaries of these Terms and upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary hereof.

• Z League expressly authorizes use of the App by multiple users through the Family Sharing or any similar functionality provided by Apple.

Windows Phone Store.

By downloading the App from the Windows Phone Store (or its successors) operated by Microsoft, Inc. or its affiliates, you specifically acknowledge and agree that:

• You may install and use one copy of the App on up to five (5) Windows Phone enabled devices that are affiliated with the Microsoft account you use to access the Windows Phone Store. Beyond that, we reserve the right to apply additional conditions or charge additional fees.

• You acknowledge that Microsoft Corporation, your phone manufacturer and network operator have no obligation whatsoever to furnish any maintenance and support services with respect to the App.

Amazon Appstore.

By downloading the App from the Amazon Appstore (or its successors) operated by Amazon Digital Services, Inc. or affiliates (“Amazon”), you specifically acknowledge and agree that:

• to the extent of any conflict between (i) the Amazon Appstore Terms of Use or such other terms which Amazon designates as default end user license terms for the Amazon Appstore (“Amazon Appstore EULA Terms”), and (ii) the other terms and conditions in these Terms, the Amazon Appstore EULA Terms shall apply with respect to your use of the App that you download from the Amazon Appstore, and

• Amazon does not have any responsibility or liability related to compliance or non-compliance by Z League or you (or any other user) under these Terms or the Amazon Appstore EULA Terms.

Google Play.

By downloading the App from Google Play (or its successors) operated by Google, Inc. or one of its affiliates (“Google”), you specifically acknowledge and agree that:

• to the extent of any conflict between (i) the Google Play Terms of Services and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and (ii) the other terms and conditions in these Terms, the Google Play Terms shall apply with respect to your use of the App that you download from Google Play, and

• you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Z League or you (or any other user) under these Terms or the Google Play Terms.

If you are a consumer residing in New Jersey, the following provisions of these Terms do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (i) the disclaimer of liability for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code and New Jersey Consumer Fraud Act); (ii) the limitations of liability for lost profits or loss or misuse of any data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (iii) application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act); (iv) the requirement that you indemnify Z League and the other indemnified parties (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); and (v) the governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service. For clarity, you remain obligated to arbitrate your Dispute in accordance with these Terms if your complaint is not resolved.

If you have any questions about these Terms, please contact us.