Last Updated: April 18, 2023
FIRST, AN IMPORTANT MESSAGE: PLEASE READ THESE TERMS AND CONDITIONS OF USE (“Terms”, “Terms of Use”, or “Agreement”) CAREFULLY BEFORE USING THIS ONLINE ENTERTAINMENT SERVICE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS, LIMITATION OF LIABILITY, AND YOUR INDEMNITY TO US. THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS OR JURY TRIALS, AND LIMITS THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE.
Blocklete Games™ is a distributed application that runs on a blockchain network (e.g., the Flow blockchain). It uses smart contracts (each, a “Smart Contract”) to enable users to own and transfer unique digital golfers that can also be displayed on an interactive website and/or mobile application (collectively the “Site”). The Smart Contracts and the Site and all elements thereof are collectively referred to in these Terms as the “App”.
Turner Sports Interactive, Inc. d/b/a Blocklete Games™, a Warner Bros. Discovery company, and its vendors (“Blocklete Games™”, “we”, or “us”) have developed the App. By accessing or using the App, you agree to these Terms and any other terms and conditions incorporated herein by reference (including, without limitation, the Privacy Policy, available at https://www.blockletegames.com/privacy), which shall be considered a part of these Terms. BY ACCESSING OR USING THE APP YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO AGREE TO THESE TERMS ON THAT ENTITY'S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. AGREEMENT TO THESE TERMS REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS OR JURY TRIALS, AND LIMITS THE REMEDIES AVAIALBE IN THE EVENT OF A DISPUTE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE APP.
These Terms may be amended or modified, or new conditions may be imposed, at any time. Any such changes or additions will be reflected by an update of this posting. Please check these Terms periodically for changes. Your continued access or use of the App following the posting of changes to these Terms (including, without limitation, to the Privacy Policy) will mean you accept those changes.
A. To use the App, please install an electronic wallet compatible with the Non-Fungible Token (“NFT”) standard on the applicable blockchain network. As of October 19, 2021, the App uses the Flow blockchain, and the Blocto wallet is an example of a wallet that interacts with Flow, as explained more in our FAQs. To conduct certain transactions on the App, you must utilize an electronic wallet that is compatible with the blockchain used by the App.
B. Various App transactions are handled and recorded on the blockchain. Your wallet address may be made publicly visible whenever you conduct a transaction on the App.
C. We do not own or control the Flow blockchain, the related “onflow” organization, Dapper Labs, Blocto, or any other third-party site, product, or service that you might use in connection with the App. We will not be liable for any such third-party products or the acts or omissions of the third parties that offer such products. We will not be responsible for any damage that you may incur arising from any such third parties or their products or services.
D. You must provide accurate and complete registration information when you create an account for the App. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update as necessary your account information. You are responsible for the security of your account and your digital wallet. If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at support@blockletegames.com.
We have used the Smart Contracts to develop digital golfers that may be utilized within the App (“Golfers”). Subject to these Terms and any associated rules displayed within the App, which shall be considered incorporated within and a part of these Term, you may use your Golfers to participate in skill-based competitions via the App (such as golf-themed tournaments where you compete against other players to hit the best shot(s)). Via these competitions, and depending on your success in them, you may be able to upgrade your Golfer's ability (e.g., increase power, accuracy, etc.), as further described in the App.
A. If you elect to purchase or trade Golfers via the App, or with or from other users via the App or any third-party sites, such transactions (and/or portions of such transactions) will be conducted through the blockchain (e.g., the Flow blockchain). We do not control any blockchain network and may not have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the App, or using the Smart Contracts, or any other transactions that you conduct via any blockchain network or any digital wallet used to interact with a blockchain.
B. Blockchain transactions may require the payment of a transaction fee for every transaction that occurs on the blockchain network. These fees fund the network of computers that run the decentralized blockchain network. This means that you may need to pay a fee for each transaction that occurs using the blockchain network, including those initiated via the App.
C. In addition to the blockchain transaction fees, each time you utilize a Smart Contract to conduct a transaction with another user (e.g., buy/sell a Golfer, train a Golfer), the Smart Contract may automatically deduct and pay to us a commission based on such transaction (each, a “Commission”), and you authorize us to collect the Commissions. Please note that we may change the Commission percentage from time to time, by posting the updated Commission percentage within the App. You acknowledge and agree that the Commission will be transferred directly to us through the blockchain network as part of your payment for the applicable transaction.
D. ALL FUNDS PLACED IN THE BLOCKLETE ACCOUNT BALANCE (AS DEFINED BELOW) ARE PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE IN WHOLE OR IN PART, REGARDLESS OF THE PAYMENT METHOD. Through the App, we may make available a prepaid balance service (“Blocklete Account Balance”). Your Blocklete Account Balance may only be used to obtain certain products and services offered by us (e.g., Golfers sold to you from us, as opposed to a Golfer you acquire via a purchase or trade with a third party). To access the Blocklete Account Balance, you may be asked to provide registration details, including without limitation a Payment Method (defined below) and related billing address. We may offer you the ability to use the following payment methods to place prepaid funds into your Blocklete Account Balance: credit card, prepaid payment card, promotional code, Apple Pay, or any other payment method as specified by us (“Payment Method”). Any promotional code provided to you by us for use as a Payment Method may be subject to additional terms and conditions associated with the promotion, offer, or coupon. When you provide a Payment Method to us for use in connection with the Blocklete Account Balance, you represent to us that you are the authorized user of the Payment Method, and you authorize us to charge your Payment Method for any Blocklete Account Balance funds or other fees incurred by you. Without limiting the generality of the foregoing, if your use of the Blocklete Account Balance and/or a Payment Method is subject to any sales or other taxes and/or Payment Method provider fees or other fees, then we may also charge you for those taxes and/or fees. You are responsible for all uses of your Blocklete Account Balance, including all applicable taxes and all purchases made by you or anyone else using your Blocklete Account Balance.
We may limit the total amount that may be held in your Blocklete Account Balance at any one time. We reserve the right to change, modify, or otherwise impose usage limits to your Blocklete Account Balance at any time, in our sole discretion.
Blocklete Account Balance funds do not constitute a personal property right and have no value outside the Site. You do not own any in-Site virtual currencies that may be represented in or by the Blocklete Account Balance, but instead you purchase a limited personal revocable license to use them. Any Blocklete Account Balance does not reflect any stored value. Blocklete Account Balance funds are non-transferable to another person and do not accrue interest.
We reserve the right to suspend or terminate your Blocklete Account Balance in our sole discretion, which shall include, without limitation, the right to terminate your Blocklete Account Balance if you have misused the Blocklete Account Balance, conducted unauthorized transactions, or used the Blocklete Account Balance to conduct any fraudulent or other illegal activity. Blocklete Account Balances are not refundable and are not redeemable for money or monetary value from us or any other person or entity. Blocklete Account Balances that are deemed unclaimed property may be surrendered to the applicable authority, as required by applicable law.
A. Definitions. For the purposes of these Terms, the following capitalized terms will have the following meanings:
“Art” means any art, design, and drawings that may be associated with a Golfer that you Own.
“Extensions” means third party designs, art, and/or drawings that: (i) are extensions of or overlays to the Art, (ii) do not modify the underlying Art, and (iii) are capable of being removed at any time without affecting the underlying Art.
“Own” means, with respect to a Golfer, a Golfer that you have bought or otherwise duly acquired from a valid source, and with proof of this recorded on the applicable blockchain.
“Purchased Golfer” means a Golfer that you Own.
“Third Party IP” means any third-party intellectual property and/or proprietary rights, including, but not limited to, patent rights, copyrights, trade secrets, trademarks, and/or know-how recognized in any territory and/or jurisdiction anywhere throughout the universe.
B. Ownership
i. You Own the NFT. Each Golfer is a non-fungible token (an “NFT”) on the applicable blockchain (e.g., Flow). When you purchase a Golfer from us, you acquire ownership rights to the underlying NFT, including the rights to trade your NFT, sell it, or give it away.
ii. We Own the App. You agree that Turner Sports Interactive, Inc. d/b/a Blocklete Games™ (or, as applicable, our licensors) owns all legal right, title and interest in and to all elements of the App, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the App (collectively, the “Blocklete Games™ Materials”)). Your use of the App does not grant you ownership of or (except to the extent expressly stated herein) any other rights with respect to any content, code, data, or other Blocklete Games™ Materials that you may access on or through the App. We reserve all rights in and to the Blocklete Games™ Materials that are not expressly granted to you in these Terms. For the sake of clarity, you agree: (a) that your purchase of a Golfer, whether via the App or otherwise, does not give you any rights or licenses in or to the Blocklete Games™ Materials (including, without limitation, our copyright in and to the associated Art) other than those expressly contained in these Terms; (b) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the Blocklete Games™ Materials (including, without limitation, any Art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
C. License to Art
i. General Use. Subject to your continued compliance with these Terms, Blocklete Games™ grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased Golfer, along with any Extensions, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your Purchased Golfer, provided that the marketplace cryptographically verifies each Golfer owner's rights to display the Art for their Purchased Golfer to ensure that only the actual owner can display the Art (“Owner Verification”); or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your Purchased Golfer, so long as the website/application conducts Owner Verification, and provided that the Art is no longer visible via the applicable website/application once the owner of the Purchased Golfer leaves the website/application.
ii. Commercial Use. Subject to your continued compliance with these Terms, Blocklete Games™ grants you a limited, worldwide, non-exclusive, non-transferable license to use, copy, and display the Art for your Purchased Golfer for the purpose of commercializing your own merchandise that includes, contains, or consists of the Art for your Purchased Golfer (“Commercial Use”), provided that such Commercial Use does not result in you earning more than One Hundred Thousand Dollars ($100,000) in gross revenue each year. For the sake of clarity, nothing in this Section will be deemed to restrict you from (a) owning or operating a marketplace that permits the use and sale of Golfers generally, provided that the marketplace conducts Owner Verification; (b) owning or operating a third party website or application that permits the inclusion, involvement, or participation of Golfers generally, provided that the third party website or application conducts Owner Verification, and provided that the Art is no longer visible once the owner of the Purchased Golfer leaves the website/application; or (c) earning revenue from any of the foregoing, even where such revenue is in excess of $100,000 per year.
D. Restrictions. You shall not do or attempt to do any of the following (or permit any third party to the following) without Blocklete Games™' express prior written consent in each case: (i) modify the Art for your Purchased Golfer in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (however, for clarity, your use of Extensions in accordance with these Terms will not constitute a prohibited modification hereunder); (ii) use the Art for your Purchased Golfer to advertise, market, or sell any third party product or service; (iii) use the Art for your Purchased Golfer in connection with any content (such as images, videos, graphics, etc.) that depict hatred, intolerance, violence, cruelty, bigotry, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the Art for your Purchased Golfer in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased Golfer, except as expressly permitted in these Terms; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased Golfer; or (vii) otherwise utilize the Art for your Purchased Golfer for your or any third party's commercial benefit. To the extent that Art associated with your Purchased Golfer contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (w) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (x) that the Commercial Use license in Section 4.C(ii) above will not apply; (y) you will be responsible for obtaining, complying with, and/or paying (as applicable) any additional rights, restrictions and/or compensation required based on such Third Party IP. The restrictions in this Section will survive the expiration or termination of these Terms.
E. Other Terms of License. The license granted in Section 4.C above applies only to the extent that you continue to Own the applicable Purchased Golfer. If at any time you sell, trade, give away, or otherwise transfer your Purchased Golfer for any reason, the license granted in Section 4.C will immediately expire with respect to that Golfer without the requirement of notice, and you will have no further rights in or to the Art for that Golfer. If you exceed the $100,000 limitation on annual gross revenue set forth in Section 4.C(ii) above, you will be in breach of these Terms, and must send an email to Blocklete Games™ at support@blockletegames.com within forty-five (45) days, with the phrase “Blocklete Games™ License - Commercial Use” in the subject line, requesting a discussion with Blocklete Games™ regarding entering into a broader license agreement or obtaining an exemption (which may be granted or withheld in our sole and absolute discretion). If you exceed the scope of the license grant in Section 4.C(ii) without entering into a broader license agreement with or obtaining an exemption from Blocklete Games™, you acknowledge and agree that: (i) you are in breach of these Terms; (ii) in addition to any remedies that may be available to Blocklete Games™ at law or in equity, Arena Sports may immediately terminate the license that was granted to you in Section 4.C, without the requirement of notice; and (iii) you will be responsible to reimburse Blocklete Games™ for any costs and expenses incurred by Blocklete Games™ during the course of enforcing these Terms against you.
F. Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the App, including without limitation about how to improve the App (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
G. Your Obligations. You agree that you are responsible for your own conduct while accessing or using the App, and for any consequences thereof. You agree to use the App only for purposes that are legal and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the App any content that infringes the intellectual proprietary rights of any party; (v) use the App to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vii) interfere with other users' enjoyment of the App; (viii) exploit the App for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the App; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the App or any part of it; (xi) reformat or frame any portion of the App; (xii) display any content on the App that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the App or the content posted on the App, or to collect information about its users for any unauthorized purpose; (xiv) create user accounts by automated means or under false or fraudulent pretenses; or (xv) access or use the App for the purpose of creating a product or service that is competitive with any of our products or services. In addition to the foregoing, the App may not be used by residents of any jurisdiction where applicable laws prohibit use of any of the services or offerings provided therein (each, a “Prohibited Jurisdiction”). Blocklete Games™ reserves the right to designate a specific jurisdiction as a Prohibited Jurisdiction for purposes of this Section, and/or to revise or update the list of such Prohibited Jurisdictions, at any time in its sole discretion. If you engage in any of the activities prohibited by this Section, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your Blocklete™ Golfer's images and descriptions from the App and the Site. If we delete your Blocklete™ Golfer's images and descriptions from the App and/or the Site, such deletion will not affect your ownership rights in any NFTs that you already Own.
You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and/or suspend and/or terminate your account(s) for the App. You agree that any suspension or termination of your access to the App may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the App due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, you may no longer have access to information that you have posted on the App or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 1.C and 3 through 18 will survive the termination or expiration of these Terms for any reason.
A. AS USED HEREIN THE PHRASE “DISCLAIMING PARTIES” MEANS TURNER SPORTS INTERACTIVE, INC. D/B/A Blocklete Games™, OUR DIRECT AND INDIRECT PAST, PRESENT AND FUTURE PARENT, SUBSIDIARY AND AFFILIATE ENTITIES (INCLUDING, WITHOUT LIMITATION, WARNER BROS. DISCOVERY), AND THEIR RESPECTIVE VENDORS AND LICENSORS. THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE DISCLAIMING PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE DISCLAIMING PARTIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE APP AND/OR ACCESSED VIA THE APP WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SYSTEMS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE DISCLAIMING PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE APP IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT THE DISCLAIMING PARTIES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THE APP IS PROVIDED FOR ENTERTAINMENT PURPOSES.
B. WE WILL NOT BE RESPONSIBLE TO YOU FOR ANY LOSSES THAT MAY OCCUR RESUTLING FROM ANY BLOCKCHAIN NETWORK OR ELECTRONIC WALLET THAT ACCESSES SUCH A NETWORK, INCLUDING WITHOUT LIMITATION ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING ANY CYBER ATTACKS AGAINST A BLOCKCHAIN NETWORK OR ELECTRONIC WALLET.
C. THE GOLFERS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN. THE DISCLAIMING PARTIES HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO ANY BLOCKCHAIN OR DISTRIBUTED LEDGER. THE DISCLAIMING PARTIES ARE NOT RESPONSIBLE FOR LOSSES DUE TO ANY OTHER FEATURES OF ANY BLOCKCHAIN NETWORK OR ELECTRONIC WALLET, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
A. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE DISCLAIMING PARTIES BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE APP OR ANY PART OF IT, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE APP. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHEHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF A DISCLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FORGEOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT THE DISCLAIMING PARTIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE SITES OR ANY OTHER THIRD PARTIES.
B. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. THIS LIMITATION OF LIABILITY PROVISION APPLIES TO NEW JERSEY RESIDENTS.
C. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE APP, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) ONE HUNDRED DOLLARS ($100).
D. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APP AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE APP TO YOU WITHOUT THESE LIMITATIONS.
E. SUBJECT TO SECTION 15 (DISPUTE RESOLUTION & ARBITRATION), TO THE EXTENT PERMITED BY APPLICABLE LAW, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE APP OR YOUR USE OF THE APP, THESE TERMS OF USE, OR THE RELATIONSHIP BETWEEN US, MUST BE COMMENCED WITHIN ONE YEAR OF THE RELEVANT EVENTS. A DISPUTE IS COMMENCED IF IT IS FILED IN AN ARBITRATION OR, IF THE DISPUTE IS NON-ARBITRABLE, A COURT OF COMPETENT JURISDICTION, DURING THE ONE-YEAR PERIOD. IF YOU OR WE PROVIDE NOTICE OF A DISPUTE UNDER SECTION 15, THE ONE-YEAR PERIOD IS TOLLED FOR 60 DAYS FOLLOWING RECEIPT OF THE NOTICE OF DISPUTE (ALTHOUGH FOR THE SAKE OF CLARITY, IT MAY BE FURTHER EXTENDED IF YOUR DISPUTE, CLAIM OR CONTROVERSY IS PART OF A MASS FILING AS CONTEMPLATED IN SECTION 15(B) AND SECTION 15(B)(x)). YOU AND WE EACH WAIVE—THAT IS, GIVE UP—THE RIGHT TO PURSUE ANY DISPUTE, CLAIM OR CONTROVERSY THAT IS NOT FILED WITHIN ONE YEAR AND ANY RIGHT YOU OR WE MAY HAVE HAD TO PURSUE THAT DISPUTE, CLAIM OR CONTROVERSY IN ANY FORUM IS PERMANENTLY BARRED.
You agree as follows:
A. To the extent a there is a price or market for a blockchain assets, such markets and prices are extremely volatile. Variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, such as Golfers, which may also be subject to significant price volatility (to the extent there is any market or market price for them at all). We cannot guarantee that any purchasers of Golfers will not lose money.
B. As between us and you, you alone are responsible for determining what, if any, taxes apply to your Golfer-related transactions. We are not responsible for determining the taxes that apply to your transactions in connection with the App.
C. There are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. Blocklete Games™ will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the applicable blockchain network, however caused.
D. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Golfer ecosystem, and therefore the potential utility or value of Golfers.
E. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Golfer ecosystem, and therefore the potential utility or value of Blocklete™ Golfers.
F. Upgrades by to the applicable blockchain network, a hard fork in the blockchain, or a change in how transactions are confirmed on the blockchain may have unintended, adverse effects on the Golfer ecosystem.
G. We may make changes to and/or upgrade the App at any time in our discretion (including, without limitation, to charge the blockchain(s) utilized by the App and/or the wallets with which the App is compatible, and/or the Art, including but not limited to the characteristics of the Arts and its storage location), and we shall not be responsible for any liability, damages, costs and/or expenses you may incur arising from such changes.
You agree to indemnify and hold harmless Turner Sports Interactive, Inc. d/b/a Blocklete Games™, and its direct and/or indirect past, present and/or future parents, subsidiaries, affiliates, vendors and licensors (collectively, the “Indemnified Parties”), from and against all losses, expenses, damages and costs, including reasonable attorney fees, resulting from your breach of any of the foregoing provisions, representations or warranties, and/or from your placement or transmission of any content and/or transactions via the App, and/or from any of your other acts and/or omissions. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this paragraph. In such event, you shall provide us with such cooperation as is reasonably requested by us.
The App may include hyperlinks to other web sites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
We may make changes to the Terms from time to time. When we make changes, we will make the updated Terms available on the Site and update the “Last Updated” date at the beginning of these Terms. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of the App after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the App.
We are constantly innovating the App to help provide the best possible experience. You acknowledge and agree that the form and nature of the App, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the App at any time without notice.
You affirm that you are over the age of 16, as the App is not intended for children under 16. IF YOU ARE 16 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD WHO IS 16 OR OLDER, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE APP, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT THEY MAY INCUR.
Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.
A. Summary: Our customer-service department can resolve most customer concerns quickly and to the customer's satisfaction. Please contact our Customer Support by email to support@blockletegames.com. In the unlikely event that you're not satisfied with customer service's solution (and if Blocklete Games™ has not been able to resolve a dispute it has with you through the Informal Dispute Resolution Procedures below), we each agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Unless expressly limited by this arbitration provision, arbitrators can award the same damages and relief that a court can award. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. In arbitration you may be entitled to recover attorneys' fees from us to the same extent as you would be in court.
B. ARBITRATION AGREEMENT
(i) Claims Subject to Arbitration: To the fullest extent permitted by applicable law, Turner Sports Interactive, Inc. d/b/a Blocklete Games™ and you agree to arbitrate all disputes and claims between us, except for claims arising from bodily injury or that pertain to enforcing, protecting, or the validity of your or our intellectual property rights (or the intellectual property rights of any of our licensors, affiliates and partners). This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:
1. claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, fraud, misrepresentation or any other statutory or common-law legal theory;
2. claims that arose before this or any prior Agreement (including, but not limited to, claims relating to advertising);
3. claims for mental or emotional distress or injury not arising out of physical bodily injury;
4. claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
5. claims that may arise after the termination of this Agreement.
(ii) References to “Turner Sports Interactive, Inc. d/b/a Blocklete Games™,” “you,” and “us” include our respective predecessors in interest, successors, and assigns, as well as our respective past, present, and future parents, subsidiaries and affiliates (including Warner Bros. Discovery, Inc. and its affiliates); those entities and our respective subsidiaries, affiliates, agents, employees, licensees, licensors, and providers of content as of the time your or our claim arises; and all authorized or unauthorized users or beneficiaries under this or prior Agreements between us. Notwithstanding the foregoing, either party may elect to have claims heard in small claims court seeking only individualized relief, so long as the action remains in that court and is not removed or appealed to a court of general jurisdiction. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. You agree that, by entering into this Agreement, you and we are each waiving the right to a trial by jury or to participate in a class action to the fullest extent permitted by applicable law. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act (9 U.S.C. §§ 1-16) governs the interpretation and enforcement of this arbitration provision. This Arbitration Agreement shall survive termination of this Agreement.
(iii) Mandatory Pre-Arbitration Notice and Informal Dispute Resolution: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, a party who intends to initiate arbitration or file a claim in small claims court must first send to the other a written Notice of Dispute (“Notice”). A Notice from you to Blocklete Games™ must be emailed to notice@wbd.com (“Notice Address”). Any Notice must include (1) the claimant's name, address, and email address; (2) a description of the nature and basis of the claim or dispute; (3) if you are submitting the Notice, any relevant facts regarding your use of the Sites, including whether you have created an account with or receive any newsletters associated with any of the Sites; (4) a description of the nature and basis of the specific relief sought, including the damages sought, if any, and a detailed calculation for them; and (5) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice. The Notice must be individualized, meaning it can concern only your dispute and no other person's dispute.
After receipt of a completed Notice, the parties shall engage in a good faith effort to resolve the dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the completed Notice, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will personally attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach a resolution. If we and you do not reach an agreement to resolve the issues identified in the Notice within 60 days after the completed Notice is received (or a longer time if agreed to by the parties), you or we may commence an arbitration proceeding or a small claims court proceeding (if permitted by small claims court rules).
Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this Section 15(B)(iii). All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and Blocklete Games™ have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration. In addition, unless prohibited by law, the arbitration administrator may not accept, administer, assess, or demand fees in connection with an arbitration that has been initiated without completion of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures. If the arbitration is already pending, it shall be administratively closed. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.
(iv) Arbitration Procedure: The arbitration will be governed by applicable rules of National Arbitration & Mediation (“NAM”) (including the Comprehensive Dispute Resolution Rules and Procedures and/or the Supplemental Rules for Mass Arbitration Filings, as applicable) (“NAM Rules”)), as modified by this Arbitration Agreement, and will be administered by NAM. (If NAM is unavailable or unwilling to do so, another arbitration provider shall be selected by the parties that will do so, or if the parties are unable to agree on an alternative administrator, by the court pursuant to 9 U.S.C. §5.) The NAM Rules are available online at www.NAMADR.org, by calling NAM at 1-800-358-2550, or by requesting them in writing at the Notice Address. You may obtain a form to initiate arbitration at: https://www.namadr.com/content/uploads/2020/09/Comprehensive-Demand-for-Arb-revised-9.18.19.pdfor by contacting NAM.
You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced in Section 15(B)(iii) and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented).
All issues are for the arbitrator to decide, except as otherwise expressly provided herein and except as to issues relating to the scope and enforceability of the Arbitration Agreement or whether a dispute can or must be brought in arbitration (including whether a dispute is subject to this Arbitration Agreement or a previous arbitration provision between you and Blocklete Games™), which are for a court of competent jurisdiction to decide. The arbitrator may consider but shall not be bound by rulings in other arbitrations involving different customers.
Unless we and you agree otherwise, or the applicable NAM Rules dictate otherwise, any arbitration hearings will take place in the county (or parish) of your billing address and you and a Blocklete Games™ representative will be required to attend in person. For residents outside the United States, arbitration shall be initiated in New York, New York. At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator's decision is binding only between you and Blocklete Games™ and will not have any preclusive effect in another arbitration or proceeding that involves a different party. An arbitrator's award that has been fully satisfied shall not be entered in any court.
As in court, you and Blocklete Games™ agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b), including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the NAM Rules, Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.
Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys' fees and costs, in accordance with applicable law. Unless otherwise provided by applicable law, the parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator awards sanctions or finds that either the substance of the claim, the defense, or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
(v) Arbitration Fees: The payment of arbitration fees (the fees imposed by the arbitration administrator including filing, arbitrator, and hearing fees) will be governed by the applicable NAM Rules, unless you qualify for a fee waiver under applicable law. If after exhausting any potentially available fee waivers, the arbitrator finds that the arbitration fees will be prohibitive for you as compared to litigation, we will pay as much of your filing, arbitrator, and hearing fees in the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive, regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or brought for an improper purpose or asserted in bad faith. You and we agree that arbitration should be cost-effective for all parties and that any party may engage with NAM to address the reduction or deferral of fees.
(vi) Confidentiality: Upon either party's request, the arbitrator will issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.
(vii) Offer of Settlement: In any arbitration between you and Blocklete Games™, the defending party may, but is not obligated to, make a written settlement offer at any time before the evidentiary hearing or, if a dispositive motion is permitted, prior to the dispositive motion being granted. The amount or terms of any settlement offer may not be disclosed to the arbitrator until after the arbitrator issues an award on the claim. If the award is issued in the other party's favor and is less than the defending party's settlement offer or if the award is in the defending party's favor, the other party must pay the defending party's costs incurred after the offer was made, including any attorney's fees. If any applicable statute or case law prohibits the shifting of costs incurred in the arbitration, then the offer in this provision shall serve to cease the accumulation of any costs to which the party bringing the claim may be entitled for the cause of action under which it is suing.
(viii) Requirement of Individualized Relief: The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative, class, or private attorney general proceeding. If, after exhaustion of all appeals, any of these prohibitions on non-individualized declaratory or injunctive relief; class, representative, and private attorney general claims; and consolidation are found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief sought with respect to a particular claim), then the parties agree such a claim or request for relief shall be decided by a court of competent jurisdiction, after all other arbitrable claims and requests for relief are arbitrated. You agree that any arbitrations between you and Blocklete Games™ will be subject to this Section 15 and not to any prior arbitration agreement you had with Blocklete Games™, and, notwithstanding any provision in this Agreement to the contrary, you agree that this Section 15 amends any prior arbitration agreement you had with Blocklete Games™, including with respect to claims that arose before this or any prior arbitration agreement.
(ix) Opt Out of Future Changes: Notwithstanding any provision to the contrary, we agree that if Blocklete Games™ makes any future change to this Arbitration Agreement (other than a change to the Notice Address), you may reject any such change by sending Blocklete Games™ an email to notice@wbd.com within 30 days of the posting of the amended arbitration agreement that provides: (1) your full legal name, (2) your complete mailing address, (3) your phone number, (4) if applicable, the username or email address associated with any potential account or newsletter; and (5) the approximate date of your initial use of the relevant Site. Such an opt-out email must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. It must include a statement, personally signed by you, that you wish to reject the change to the Arbitration Agreement. This is not an opt out of arbitration altogether.
(x) Mass Filing: If, at any time, 25 or more claimants (including you) submit Notices or seek to file demands for arbitration raising similar claims against the other party or related parties by the same or coordinated counsel or entities, consistent with the definition and criteria of Mass Filings (“Mass Filing”) set forth in NAM's Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM's Mass Filing Rules,” available at https://www.namadr.com/resources/rules-fees-forms/), you and we agree that the additional procedures set forth below shall apply. The parties agree that throughout this process, their counsel shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Filing. The parties acknowledge and agree that by electing to participate in a Mass Filing, the adjudication of their dispute might be delayed. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled beginning when the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are initiated, so long as the pre-arbitration Notice complies with the requirements in Section 15(B)(iii), until your claim is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration.
Stage One: Counsel for the claimants and counsel for Blocklete Games™ shall each select 25 claims per side (50 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Blocklete Games™ shall pay the mediator's fee.
Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Blocklete Games™ shall each select 50 claims per side (100 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Blocklete Games™ shall pay the mediator's fee.
Stage Three: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Blocklete Games™ shall each select 100 claims per side (200 claims total) to be filed and to proceed in individual arbitrations as part of a third staged process, subject to any procedural changes the parties agreed to in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. Following this third set of staged proceedings, counsel for claimants may elect to have the parties participate in a global mediation session of all remaining claims with a retired federal or state court judge.
If your claim is not resolved as part of the staged process identified above, either:
Option One: You and Blocklete Games™ may separately or by agreement, opt out of arbitration and elect to have your claim heard in court consistent with the Agreement. You may opt out of arbitration by providing your individual, personally signed notice of your intention to opt out by sending Blocklete Games™ an email to notice@wbd.com. Such an opt-out email must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. It must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage 3 or the elective mediation associated with Stage 3. Blocklete Games™ may opt your claim out of arbitration by sending an individual, personally signed notice of its intention to opt out to your counsel within 14 days after the expiration of your 30 day opt out period. Counsel for the parties may agree to adjust these deadlines.
OR
Option Two: If neither you nor Blocklete Games™ elect to have your claim heard in court consistent with Option One, then you agree that your claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 200, then 200 claims shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 200, then all of those claims shall be filed and proceed in individual arbitrations. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 200 claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsel for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with NAM (including through a Procedural Arbitrator) to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims.
A court of competent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your claim, and a court of competent jurisdiction determines that they are not enforceable as to your claim, then your claim shall proceed in a court of competent jurisdiction consistent with this Agreement.
You and Blocklete Games™ agree that we each value the integrity and efficiency of arbitration and wish to employ the process for the fair resolution of genuine and sincere disputes between us. You and Blocklete Games™ acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Filing procedures have been reasonably designed to result in an efficient and fair adjudication of such cases.
(xi) Severability: If any portion of this Arbitration Agreement is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein.
16. CLASS ACTION AND JURY TRIAL WAIVER
We each agree that, to the fullest extent permitted by law, each party may bring claims (whether in court or in arbitration) against the other only in an individual capacity, and not participate as a plaintiff, claimant, or class member in any class, collective, consolidated, private attorney general, or representative proceeding. This means that we each may not bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual claim. This also means that we each may not participate in any class, collective, consolidated, private attorney general, or representative proceeding brought by any third party. Notwithstanding the foregoing, we each may participate in a class-wide settlement.
To the fullest extent permitted by law, we each waive any right to a jury trial.
17. GOVERNING LAW AND VENUE
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, as they are applied to agreements entered into and to be performed entirely within New York and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law. Any dispute that is not subject to arbitration under Section 15 (Dispute Resolution & Arbitration) of this Agreement, or any issues involving arbitrability or enforcement of any provisions under Section 15, shall be brought in the appropriate state or federal court located in New York County, New York; and we both irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in New York County, New York for the adjudication of all non-arbitral claims
18. GENERAL
These Terms constitute the entire legal agreement between you and us, govern your access to and use of the App, and completely replace any prior or contemporaneous agreements between the parties related to your access to or use of the App, whether oral or written. There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms create any agency, partnership, or joint venture. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party. You may not assign any or your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion. Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision. We will not be liable for any failure or delayed performance of our obligations that result from any condition beyond our reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labor conditions, power failures, Internet disturbances, or acts or omissions of third parties. You agree that we may provide you with notices (including, without limitation those regarding changes to these Terms) by email, regular mail, or postings on the App. By providing us with your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.