Terms of Use — Archived Version (March 28, 2023)
Papaya Gaming – Terms of Use
Effective as of March 28, 2023
IMPORTANT NOTICE: THESE TERMS ARE SUBJECT TO A BINDING ARBITRATION PROVISION AND WAIVER OF CLASS ACTION RIGHTS, AS DETAILED IN SECTION 17 BELOW. YOU AGREE THAT ANY CLAIM OR DISPUTE AT LAW OR EQUITY THAT HAS ARISEN OR MAY ARISE PURSUANT TO THESE TERMS OR THE USE OF THE SERVICES, AS DEFINED BELOW, WILL BE RESOLVED IN ACCORDANCE WITH SECTION 16 BELOW. PLEASE READ THAT SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS.
Introduction
These Terms of Use (“Terms”) constitute a binding legal agreement between Papaya Gaming Ltd. and its affiliates, which shall mean subsidiaries, parent companies, joint ventures and other corporate entities under common ownership, including but not limited to Papaya Gaming Inc. (collectively, “Papaya”, “we,” “our,” or “us”) and you (“you” or “your”), and govern your access and use of all features, content, and other services provided by Papaya, including without limitation our website https://www.papayagaming.com (“Website”) and gaming applications (“App(s)”; collectively with the Website, “Services“). All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Services in any manner, and each of your heirs, assigns, and successors.
By registering an account, participating in any competitions and tournaments and using or otherwise accessing the Services, you affirm that you have read, understood, accept and agree to be bound by these Terms, our Privacy Policy as well as our respective Promotion Rules (the “Rules”), each incorporated herein by reference. If you do not agree to these Terms, Rules, or the Privacy Policy, you may not register an account or otherwise use or access the Services.
1. Use of our Services
Papaya’s Services include an online arena for mobile game challenges, Cash Competitions (as defined below) and cash tournaments, using applications, tools and services that we may provide from time to time. Certain features and competitions may require you to register with Papaya and create an account by providing us certain information about yourself.
All competitions and tournaments offered on the Services are games of skill. Winners are determined solely by the objective criteria described in the Rules, including without limitation, scoring and any other applicable documentation associated with the competitions. The individuals who better use their relevant skill and knowledge and accumulate the highest scores will be the winner(s). The Services may not be used for any form of gambling.
2. Device Information
Using the Services requires an internet connection to our servers, and we may need to collect certain information from you and your internet-enabled device (“Device”) in order to make the Services available to you, such as hardware system profile data, internet connection data and any other data related to the operation of the Services from any device that logs onto the Services using your account.
We do not warrant that our Services will work on all Devices. You are solely responsible for obtaining and maintaining compatible Devices necessary to access and use our Services, as updated from time to time.
3. Eligibility
Papaya’s Services are intended solely for users who are at least eighteen (18) years of age or older, and can form legal binding contracts under applicable law. Any registration, use of or access to the Services by anyone under the age of 18 is unauthorized, unlicensed, and in violation of these Terms. If we have any reason to believe that you are under 18 years of age, we may terminate your account, delete any content or information that you have submitted to the Services, and prohibit you from using or accessing the Services (or any portion, aspect or feature thereof).
By accessing and/or otherwise using the Services, you represent and warrant that you (i) are a natural person of at least 18 years of age or older, who is personally assigned to the email address and/or other information submitted in relation to your account; (ii) have the legal authority to form a binding contract with Papaya; (iii) are physically located in a jurisdiction in which participation in the competition you select is unrestricted by that jurisdiction’s laws; and (iv) agree to at all times abide by these Terms and all applicable laws. If you do not meet all of these eligibility requirements, you are not permitted to access and/or use any of the Services, and agree that you will not do so and that Papaya may suspend or close your account with or without notice.
By making a deposit or entering a cash contest, you further represent that you are not subject to backup withholding tax because: (a) you are exempt from backup withholding, (b) you have not been notified by the Internal Revenue Service (IRS) that you are subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified you that you are no longer subject to backup withholding.
4. Account Registration
Certain parts within the Services may require you to register for an account. When you register for an account, you will be asked to provide certain information, including, without limitation: (i) registering a unique username and password; (ii) providing contact information, such as your name, phone number, and email address; (iii) payment and billing information; and (iv) any other information we request on the account registration form. You may establish, maintain, use and control only one account on the Services. Each account on the Services may only be owned, maintained, used and controlled by only one individual.
You are responsible for keeping your account information secure. Please do not share your account information with anyone. By registering an account, you agree to notify us immediately if you have lost control of your password or you suspect there is unauthorized activity in your account. You remain fully liable for any actions taken in respect to your account, regardless of whether these actions were taken by you or an unauthorized third party that has gained access to your account.
As the holder of your account, you are solely responsible for complying with these Terms, and only you are entitled to all benefits accruing thereto. You may not allow any other person to (i) access your account; (ii) access the Services through your account; or (iii) accept or use prizes from your account. Except as required by law, neither your account nor prizes won from participating in competitions are transferable to any other person or account.
We reserve the right to verify your account registration details, such as name, address, age, and payment methods used, at any time, by requesting copies of certain documents, including an identity card issued by a government agency, proof of address such as a utility bill, and proof of your payment method. We may request that document copies are notarized by a Notary Public. In the event that a request for copies of documents is not completed by you, Papaya may, at its sole discretion, terminate your account, and withhold any funds that are present therein.
You agree to promptly update the registration data to keep it accurate, current and complete, to provide additional information as part of ongoing efforts to prevent illegal and fraudulent activities, and/or to comply with any other policies or protocols we elect to put in place. You agree that all information and data that you provide to us, either at the time you register for an account or at any subsequent time, will be truthful, accurate and verifiable in all respects and, by providing such information and data, you consent to us submitting it to third-party providers of age verification and identification services to verify your account.
We reserve the right at any time to investigate your account and the information provided pursuant to registration thereof, including performing background checks and credit checks, in order to ensure compliance with these Terms and our obligations, and to ensure that no improper or illegal activity is or has taken place. By registering an account, participating in any competitions and tournaments and using or otherwise accessing the Services, you affirm consent to such. In the event that we determine that your account has been involved in any illegal or improper activity, we reserve the right to terminate your account without notice or liability.
In order to encourage users to succeed in our games, we may publish data relating to the most successful users in the games as well as winners of competitions that require an entry fee paid in the applicable currency (“Cash Competitions”), in our sole discretion, and as required by law. Publishing data relating to the most successful users will vary according to categories of users and statistics. We may publish such statistics pertaining to successful users and create informal competitions between various categories of users in a manner which shall be viewable by all users of the game.
5. Compliance with Laws
You acknowledge that various rules, regulations and laws addressing sweepstakes, contests, and tournaments with entry fees and/or prizes may govern your participation in competitions (“Gaming Laws”) and that Gaming Laws are set up by each individual state, country, territory, or jurisdiction. Therefore, we do not offer Cash Competitions to users in any state in which such competitions violate its Gaming Laws (“Prohibited Jurisdiction”), and if you are located in any Prohibited Jurisdiction then you may not participate in Cash Competitions. In the United States, Prohibited Jurisdictions include: Arizona, Iowa, Louisiana, and South Carolina. For card-based games, additional Prohibited Jurisdictions include: Indiana, Maine and Montana. We reserve the right to include additional Prohibited Jurisdictions as determined in our sole discretion, and these Prohibited Jurisdictions are subject to change.
You are solely responsible for your compliance with all applicable laws. Access to competitions may not be legal for some or all residents of, or persons present in, certain jurisdictions. Services and competitions are void where prohibited or restricted by applicable law. Your participation in competitions is at your own risk, and you agree not to hold us responsible or liable if the laws of your jurisdiction restrict or prohibit your access or participation in the Services. We make no representations or warranties, express or implied, as to the lawfulness of your participation in any competition or use of Services, nor shall any person affiliated, or claiming affiliation, with us have authority to make any such representations or warranties. We reserve the right (but have no obligation) to monitor the location from which you access the Services, and we may block access from any Prohibited Jurisdiction.
You must comply with all applicable export and sanction laws and regulations (“Trade Controls”) and may not use, export, or transfer any portion of the Services or any related technical information or materials, directly or indirectly, except as authorized by such Trade Controls. Trade Controls are subject to change, and prohibit the use of the Services by any individual located in, under the control of, organized in, or a resident of any country or territory which is the target of sanctions by the U.S. government (currently, Cuba, Iran, Syria, North Korea, and the Crimea region of Ukraine), any countries designated as an “enemy”, that are not currently exempted, under Israel’s Trading with the Enemy Ordinance of 1939 (currently, Syria, Lebanon and Iran), or any country upon Papaya’s sole discretion due to local legislation requirements or any other reason upon its sole discretion, or anyone or any entity (or anyone or any entity 50% or more owned by such individual or entities) on any list of prohibited persons or entities maintained by the U.S., E.U. or Israeli governments, or by the jurisdictions in which the Services were obtained.
6. User-Generated Content
The Services enable users to upload, post, transmit, or share content ("User Content"). This User Content may be used to produce additional User Content, either individually or collaboratively with other users, by extracting portions of User Content generated by other users. The User Content, which may include Papaya's proprietary materials, is not verified or endorsed by us. The opinions expressed by other users on the Services do not reflect our values or opinions. To utilize features that permit you to upload or transmit User Content through the Services or to communicate with other users, you must adhere to the guidelines outlined in these Terms.
By uploading or sharing any User Content through the Services, you represent and warrant that you have, and you agree to grant us, all rights necessary to expressly grant to Papaya a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, host, store, reproduce, modify, adapt, edit, translate, distribute, syndicate, publicly perform, publicly display, transmit, communicate to the public, make available, make derivative works of all such User Content and without limitation any name, voice, image are/or likeness as contained in the User Content, in whole or in part, in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services and Papaya’s businesses.
Papaya reserves the right (but not the obligation) to remove, edit or refuse to transmit any Users Content for the purpose of enforcing these Terms, or for any other reason in Papaya’s sole discretion.
7. Prohibited Uses
You may use the Services only for lawful purposes. You are solely responsible for all of your activity in connection with the Services.
You may not (and shall not permit any third party to) either take any action, upload, submit, post, or otherwise distribute or facilitate distribution of any content or user submission (including User Content) on or through the Services that: (i) is illegal, violent, threatening, abusive, invasive of any person’s privacy, harassing, defamatory, libelous, false, deceptive, fraudulent, misleading, untruthful, tortuous, obscene, offensive, pornographic, or otherwise inappropriate, as Papaya may determine in its sole discretion; (ii) infringes, misappropriates, uses or discloses without authorization, or otherwise violates any intellectual property rights or proprietary rights of any third party; (iii) violates any right of publicity, or other right of any person or entity, or any law or contractual obligation, including without limitation rights pursuant to data protection, anti-spam and privacy laws and regulations; (iv) involves commercial activity not expressly permitted by Papaya; (v) contains any harmful or malicious software or computer codes, files or programs that are designed or intended to damage, disrupt, interfere with, or limit, the proper functionality of any software or hardware, or that enables to obtain unauthorized access to any system, data, password or other information of Papaya, its users, or any other individual or entity; (vi) uses or launches any automated system, including without limitation, “screen scrapers,” “bots,” “spiders,” “offline readers,” etc., that access the Services in a manner that sends more request messages to Papaya’s servers than a human can reasonably produce in the same period of time; (vii) impersonates any individual or entity, including, without limitation, employees or representatives of Papaya. You shall be solely responsible for any and all content of any kind that you make available (by uploading or otherwise) or use through the Services; or viii) removes, infringes, violates, obscures or alters any copyright and/or other proprietary notices contained on or in or otherwise connected to the Services, including any copyright, trademark, patent, trade secret, mask work right, moral right, privacy right, right of publicity, trade dress and service mark right, goodwill and third-party rights.
You represent and warrant to us that you will not engage in any activity that interrupts or attempts to interrupt the operation of the Services. Anyone who engages in, participates in, aids and abets, or displays behavior that may be interpreted, in our sole discretion, as unfair methods in participating in the Services, including but not limited to, the opening and/or use of multiple accounts; the use of unauthorized or altered software or hardware to assist play; intentionally poor play in certain games to achieve competitive advantage; collusion with other players (e.g., intentionally losing matches in Cash Competitions); deliberate transfer of money between accounts (e.g., money laundering); harassment of other participants; posting objectionable material; breach of these Terms; breach of security of your account; or any other act (whether through the use of automated technology or otherwise) that unfairly alters your chance of winning or constitutes the commission of fraud (collectively, “Abuse”), will be subject to immediate sanction (as determined by us in our sole discretion), which may include, without limitation: (i) immediate termination of your account and blocking of your access to the Services; (ii) any prizes that you may otherwise have been entitled to receive shall be void and forfeited; and (iii) any prizes received by you shall be subject to disgorgement and/or recoupment. In addition to the foregoing, we reserve the right to disclose or report any money laundering or other illegal activity or suspected money laundering or other illegal activity to law enforcement and regulatory authorities.
Any attempt to deliberately damage the Services or undermine the legitimate operation of any competition is a violation of criminal and/or civil laws and should such an attempt be made, Papaya reserves the right to seek damages and other remedies from you to the fullest extent permitted by law.
You further acknowledge that the forfeiture and/or return of any prize as a result of a violation of these Terms shall in no way prevent Papaya from pursuing criminal or civil proceedings in connection with any Abuse.
8. Third-Party Services
The Services may provide links to third-party websites, applications, services, offerings, products or other activities (“Third-Party Services”) that are not owned or controlled by us. These links are provided as a convenience to you and do not signify that Papaya endorses or is liable in any way for the content, products, services or materials displayed or offered by such Third-Party Services. Your use of such Third-Party Services is made at your own risk and shall be subject to the terms governing use of such Third-Party Services. You acknowledge that Papaya has no direct or indirect liability for your use of Third-Party Services. Any problems or complaints that you may have with regard to such Third-Party Services should be directed to such third parties. You understand that when you click on these links any data which you provide afterwards is subject to that third party’s terms of service and privacy policy, and not to our Terms or our Privacy Policy. We take no responsibility for the content, safety, privacy, or security of any Third-Party Services. You shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any third-party content.
If you have downloaded the Apps from the Apple, Inc. (“Apple”) App Store or if you are using the Apps on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. These Terms are between you and Papaya only, not with Apple, and Apple is not responsible for the Services and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (1) product liability claims; (2) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection, privacy, or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Services and/or your possession and use of the Apps infringe that third party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Services. Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of these Terms. You hereby represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. Except as provided herein, there are no other third-party beneficiaries to these Terms.
9. Limitation of Liability
By using the Services, you understand and agree that Papaya’s liability in connection with your use of the Services is as set forth below. Under no circumstances shall Papaya, its parents, subsidiaries, or affiliates, or the directors, officers, employees, agents, successors or assigns or other representatives of each of them (collectively, the “Papaya Entities and Individuals”), be liable to you or any other person for any loss or damages of any kind (including, without limitation, for any special, direct, indirect, incidental, exemplary, economic, punitive, or consequential damages) that are directly or indirectly related to (i) the Website, the Services, or your uploaded information; (ii) the use of, inability to use, or performance of the Services; (iii) any action taken in connection with an investigation by Papaya or law enforcement authorities regarding your use of the Services; (iv) any action taken in connection with copyright owners; or (v) any errors, omissions or defects in the Services’ technical operation, even if foreseeable or even if the Papaya Entities and Individuals have been advised of the possibility of such damages, whether in an action of contract, negligence, or strict liability tort. In no event will the Papaya Entities and Individuals be liable to you or anyone else for loss or injury, including, without limitation, death or personal injury, arising from your use of the Services. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, our liability will be limited to the fullest extent permitted by applicable law.
In no event shall the Papaya Entities and Individuals’ total liability to you or any third parties for all damages, losses, or causes of action exceed in the aggregate one hundred U.S Dollars ($100). The Papaya Entities and Individuals are not responsible for any damage to your and any third parties’ computer, hardware, computer software, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bug, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction. If you are dissatisfied with any of the Services, your sole and exclusive remedy is to discontinue accessing and using the Services. You recognize and confirm that in the event you incur any damages, losses or injuries that arise out of Papaya’s acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any Services or other properties owned or controlled by Papaya Entities and Individuals, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of the Services, your uploaded information on the Services, or any and all activities or actions related thereto.
By accessing the Services, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected. Accordingly, you agree to waive the benefit of any law that otherwise might limit your waiver of such claims, including, to the extent applicable, California Civil Code section 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
10. Disclaimer of Warranties
You acknowledge and agree that you assume full responsibility for your use of the Services and any other User Content you upload to or make available through the Services. You acknowledge and agree that your use of the Services is at your own risk. You acknowledge and agree that any information you send or receive during your use of the Services may not be secure and may be intercepted or later acquired by unauthorized parties. The Services are provided on an “as is” and “as available” basis, without any warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Papaya strives to keep its Services up and running; however, all online services suffer occasional disruptions and outages. All information provided on the platform is subject to change without notice.
In addition, Papaya is not responsible in any way for the games you play or for your Device, including for any communication or other errors in such games or Device, and such errors might be counted as losses in competitions you participate in. Papaya is not responsible for any User Content made available on the Services. Papaya does not provide any warranty regarding the Services, Website or any service or content made available through the Services and expressly disclaims: Availability, accuracy of the information displayed about game statistics, technical errors in the games, usability, quality, appropriateness, reliability, latency or loss of internet connectivity, timeliness, serviceability, warranty of title, non-infringement, merchantability, legality, or fitness for particular purpose. Papaya does not warrant or guarantee protection from viruses or other computer system malware. Papaya does not claim or guarantee that the Services shall be uninterrupted, or that Services shall be error free. Papaya does not guarantee that any competitions you participate in will be fair or that other players will not cheat in such games. We do not and cannot guarantee that use of our Services will generate you any profits. We do not take responsibility for any losses to your account. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to the extent such jurisdiction’s law is applicable to this agreement. In such jurisdictions, liability of Papaya shall be limited to the fullest extent permitted by law. Additional disclaimers may appear within the Services and are incorporated herein by reference. To the extent any such disclaimers place greater restrictions on your use of the Services or the content contained therein, such greater restrictions shall apply. This limitation of liability shall apply to third party claims as well as claims between the parties. 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.
11. Papaya’s Intellectual Property Rights
All title, ownership and intellectual property rights in and to the Apps, Website, images, text, graphics, illustrations, trademarks, brands, service marks, trade dress, copyrights, photographs, audio, videos and music, logos, designs, Virtual Items (as defined below), and any part thereof, including derivative works, of Papaya and other companies providing services to Papaya, are the property of Papaya or their respective owners. As a user of the Services, you agree not to use, copy, reproduce, publish or borrow any of the aforementioned content or trademarked work without explicit permission from Papaya or the owner thereof. Except as explicitly provided herein, nothing in these Terms shall be deemed to grant you or any other party a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services.
You may choose to or we may invite you to submit comments or feedback about the Services, including without limitation about how to improve the Services (“Feedback”). You understand that your Feedback is gratuitous, unsolicited, and will not place Papaya under any fiduciary or other obligation. By submitting any Feedback, you represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) your Feedback does not contain the confidential or proprietary information of any third party. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Papaya any claims and assertions of any moral rights contained in such Feedback. This Feedback section will survive any termination of your account or the Services.
Except as expressly set forth herein, no right or license is granted hereunder, express or implied, to any intellectual property rights and your use of the Services does not convey or imply the rights to use the Services in combination with any other information or products.
12. Virtual Items
The Services may include an opportunity to earn or obtain virtual, in-game currency, including but not limited to virtual coins, points, credits, bonuses, collectibles and/or chips - all for use in the Services (“Virtual Items”). Virtual Items can be either won or obtained within the Services. Virtual Items are licensed to you by us for your personal use through the Services, subject to the limitations and other terms set out in greater detail below.
Virtual Items can never be redeemed or cashed out for “real world” money, goods, or any other item of monetary value from Papaya or any other party. You understand that you have no right or title in the Virtual Items appearing or originating in any of our Services, or any other attributes associated with an account or stored on the Services. Your acquiring of Virtual Items is final and is not refundable, transferable or exchangeable, except in Papaya’s sole discretion. You may not transfer, purchase, sell, or exchange Virtual Items except as permitted from within the Services. You may not attempt to sell, give or trade in the “real world” anything that appears or originates in the Services, unless otherwise expressly authorized by Papaya in writing.
Accordingly, you may not sublicense, trade, sell or attempt to sell in-game Virtual Items for “real” money, or exchange Virtual Items for value of any kind outside of the Services, without Papaya’s written permission. Doing so is a violation of these Terms. Any such transfer or attempted transfer is prohibited and void and may result in termination of your account and/or legal action taken against you. Other than a limited, personal, revocable, non-transferable, non-sublicensable license to use the Virtual Items with the Services, you have no right or title in or to any such Virtual Items appearing or originating with the Services, or any other attributes associated with use of the Services or stored within the Services. Papaya retains the right to manage, regulate, control, modify and/or eliminate Virtual Items at its sole discretion, and Papaya shall have no liability to you or anyone for the exercise of such rights. Prices and availability of Virtual Items are subject to change without notice. In addition to the foregoing, Papaya may selectively remove or revoke Virtual Items associated with your account in its sole discretion.
Virtual Items may only be held by legal residents of countries where access to and use of the Services are permitted. Virtual Items may only be acquired or awarded from us or through means we provide on our Services or otherwise expressly authorize. Papaya does not recognize any purchases or transfers made outside of the Services on any other platform or e-commerce website, and shall not be liable for any claims or damages caused to the users with respect to Virtual Items purchased or obtained from third parties, and not through the means provided within the Services.
You acknowledge that Papaya is not required to provide a refund for any reason, and that you will not receive money or other compensation for unused Virtual Items when an account is closed, whether such closure was voluntary or involuntary. All Virtual Items are forfeited by you if your account is terminated or suspended for any reason, in Papaya’s sole and absolute discretion, or if the Services are no longer available. If your account is terminated, suspended and/or if any Virtual Items are selectively removed or revoked from your account, no refund will be granted, no Virtual Items will be credited to you or converted to cash or other forms of reimbursement.
13. License to use the Services
Subject to these Terms, we grant to you a personal, non-exclusive, limited, non-transferable, non-assignable, non-sublicensable, limited license to install and access the Services on a Device owned or controlled by you, solely for the purpose of accessing and using the Services in accordance with these Terms. You may not network the software among devices. You may not directly or indirectly, or authorize any person or entity to: (i) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the Services, or its structural framework; (ii) create derivative works of the Services; (iii) use the Services in whole or in part for any purpose except as expressly provided herein; or (iv) disable or circumvent any access control or related device, process or procedure established with respect to the Services. You are responsible for all use of the Services that is under your possession or control.
14. Winnings, Account Funds, Payments, Prize Forfeiture
All fees and payments for Services that require such (“Fees”) shall be made known to you prior to entry in any competition or tournament. If you agree to enter a competition, you agree to pay those Fees associated with entry. All Fees must be prepaid, and are non-refundable. You are fully responsible and liable for all charges, deposits and withdrawals made under your account, including any unauthorized charges, deposits or withdrawals. We may change the price of Services at any time, but no price change will affect your past purchases.
We may require you to pay Sales Tax, Value Added Tax, and Goods and Services Tax, as required by applicable law. Please note that all taxes payable will be calculated and added on top of any withdrawal or deposit amounts, as applicable. You agree to pay us the applicable charges for any Fees, including applicable taxes incurred by use of your account, using a valid credit card or other payment method we may accept in accordance with the billing terms and prices in effect at the time the Fees become payable. Other than charges to your account, you agree to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your account statement. If you do not bring them to our attention within thirty (30) days, you agree that you waive your right to dispute such problems or discrepancies. You are responsible for and agree to reimburse us for all reversals, chargebacks, claims, fees, fines, penalties and other liabilities incurred by us (including costs and related expenses) that were caused by or arising out of payments that you authorized or accepted. You understand that we may suspend or terminate your account if for any reason a charge you authorize us to make to your credit card or other method of payment cannot be processed or is returned to us unpaid and, if such event occurs, you shall immediately remit to us payment for such charge through an alternative payment method.
We may change Fees with or without notice to you. By providing us with a payment method, you (i) represent that you are authorized to use the payment method that you provided and that any payment information you provide is true and accurate; and (ii) authorize us to charge you for the Services using your payment method. We may bill you (i) in advance; (ii) at the time of purchase; or (iii) shortly after purchase, in our sole discretion. If you believe that you have paid any Fees in error, you must notify us within thirty (30) days after the error occurs. We will then promptly investigate the charge. If you don’t notify us within that time, we will not be liable for any losses resulting from the error and we will not be required to correct the error or provide a refund. If we identify a Fee error, we will correct that error within ninety (90) days. You must pay for all reasonable costs we incur to collect any past due amounts, including without limitation reasonable attorneys’ fees and other legal fees and costs.
If you play a competition without depositing real money into your account for that competition, then you are a “Non-Cash Player” with respect to such competition. However, if you play in a Cash Competition, then you are a “Cash Player.” As a Cash Player, you hereby acknowledge that we reserve the right to change the following at our sole discretion, without giving you prior notice: (i) any method for calculating the balance of or evaluating your funds; and (ii) any withdrawal related rules, including the minimum withdrawal amount, withdrawal methods and withdrawal fees. Upon a withdrawal request, you may be required to submit the following current and correct information: Your full name, your permanent residential address, copy of your governmental issued ID, your phone number, and your credit card or other payment information. Failure to provide the required information may result in our inability to process your withdrawal for any winnings. Participating in Cash Competitions may, in our sole discretion, require establishing a positive account balance prior to entry. If you are a Cash Player, by submitting this information, you consent to allowing us to share your personal and payment information in confidence with third-party service providers for the purposes of validating your identity and assessing the transaction risk associated with accepting your selected method of payment, and for any other purposes as detailed in our Privacy Policy. In addition, Papaya reserves the right to issue or process withdrawals solely via payment methods supported by Papaya. If you make a credit card deposit, we may submit an authorization request to the issuing bank to your credit limit. In addition, your personal account (whether it’s a bank account, credit card, PayPal or other) may incur additional fees and/or commissions for receiving funds from your Papaya account. We are not responsible for paying those fees and/or commissions even if such fees/commissions exceed the withdrawn amount itself.
If you are a Cash Player then we may, from time to time in our sole discretion, grant you free bonus funds and/or credits (“Bonus Funds”). Bonus Funds can be used to enter Cash Competitions but cannot be withdrawn or used for any other service. When you enter a Cash Competition, we may deduct a certain amount of the Bonus Funds as an entry fee. Notwithstanding the foregoing, additional Bonus Funds will be used to enter Cash Competitions if it is the only currency available in your account. When you win a Cash Competition, any Bonus Funds that you have used to pay the entry fee will be returned to you and any additional winnings beyond your entry fee will be paid in the applicable currency If you initiate a withdrawal of funds from your account, you will forfeit all Bonus Funds currently in your account. If you do not enter a Cash Competition within a continuous ninety (90) day period, all Bonus Funds in your account will be forfeited.
If you are a Cash Player, you may request a withdrawal of funds from your available account balance at any time. Processing of requested funds may take up to ninety (90) days; provided, however, that we may freeze your account and/or delay a request for withdrawal of funds pending completion of any investigation of reported or suspected abuse or fraud, verification of eligibility, or to comply with applicable laws.
Unless otherwise specified in the Rules, if you win a Cash Competition, you must claim your prize within sixty (60) days of winning the competition. If you fail to claim your prize within sixty (60) days, Papaya reserves the right, in its sole discretion, to forfeit your prize. In the event that you forfeit your prize by failing to claim it within sixty (60) days, Papaya shall have no further obligation to you and, at Papaya’s sole discretion, may award the prize to another player.
If you choose to close your account, any funds in your account will be forfeited. If you want to withdraw funds from your account before closing it, you must request to do so prior to terminating your account. If we unilaterally close or terminate your account due to a violation involving fraud, illegal behavior, or cheating (as determined in our sole discretion) of these Terms, funds in your account may be forfeited and not returned to you.
If your account becomes inactive (i.e., you have not entered at least one (1) competition or tournament) for six (6) consecutive months or more, we reserve the right to charge a maintenance fee of $2.00 or €2.00 or £2.00 per month – according to the applicable jurisdiction (or any amount in the applicable currency up to the equivalent thereof, the “Monthly Maintenance Fee”). The Monthly Maintenance Fee will be deducted from your account for each consecutive month that it remains inactive. The Monthly Maintenance Fee will not be deducted from your account if there are no funds in your account.
Unless otherwise required by law, all Fees are final and no refunds are given.
If you are eligible to receive prizes, we may require that you provide us with proof that you are, or were at the time of your participation in the competition, eligible to participate in accordance with these Terms and that your participation was in accordance with these Terms. If you do not provide us with such proof to our reasonable satisfaction, then you will not receive the prize. If you receive a prize in error, we may reverse or require return of the prize. You agree to cooperate with us in our efforts to do this. We may also reduce payment to you without notice to adjust for any previous overpayment.
Competition results and prize calculations are based on the final statistics and scoring results at the completion of the competition. Once competition results are reviewed and graded, prizes are awarded. The scoring results of a competition will not be changed regardless of any official statistics or scoring adjustments made at later times or dates, except in Papaya’s sole discretion.
Papaya reserves the right to cancel competitions at any time. In the event of a cancellation, all entry fees will be refunded to you except as specifically provided in these Terms or applicable competition rules.
Guaranteed prizes may be offered in connection with some of the competitions offered by the Services and will be made known in the Rules. Each competition is governed by its own set of rules. Papaya encourages you to read such rules prior to entry.
You must promptly notify us of any changes to the credit card account number provided to Papaya as part of account registration, its expiration date and/or your billing address, or if your credit card expires or is canceled for any reason. We are not liable for any loss caused by any unauthorized use of your credit card or other method of payment by a third party in connection with the Services. Any attempt to defraud through the use of credit cards or other methods of payment, regardless of the outcome, or any failure by you to honor legitimate charges or requests for payment, will result in immediate termination of your account, forfeiture of winnings, and pursuit of civil litigation and/or criminal prosecution.
You are solely responsible for recording, paying and accounting to any relevant governmental, taxation or other authority for any tax or other levy that may be payable on any winnings paid to you. We may send you federal or state tax forms and/or other appropriate form(s) if your total winnings equal six hundred dollars ($600.00), or its equivalent in your applicable currency, or more in any given calendar year. Without limiting the foregoing, we may withhold from your existing account balance and/or from future winnings any amount required to be withheld by applicable laws, including amounts due in connection with your failure to complete relevant tax documentation, but you remain solely responsible for paying all federal, state and other taxes in accordance with all applicable laws.
If you win a Cash Competition, you consent to our use of your name, voice, likeness, and location in connection with the publishing of winners pursuant to these Terms and the development, production, distribution and/or exploitation (including marketing and promotion) of the selected contest and/or other Papaya contests and Papaya generally, unless otherwise prohibited by law. You agree that participation in and (where applicable) the winning of a prize in connection with a contest constitute complete compensation for your obligations under this paragraph, and you agree not to seek to charge a fee or impose other conditions on the fulfillment of these obligations. The Rules specific to certain contests may contain additional publicity obligations or may require a written signature on a separate publicity waiver.
15. Indemnification
You agree to defend, indemnify, and hold Papaya, its affiliates, officers, directors, agents, partners and employees harmless from any loss, damage, claim, liability, cost, demand and expense, including reasonable attorneys’ fees, arising in any way from your use of and/or access to the Services, including, without limitation, (i) any data or work transmitted or received by you; (ii) your violation of these Terms, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of any jurisdiction as applicable to you and Papaya; (v) any claims or damages that arise as a result of any of your user submissions or any other content that is submitted via your account; (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code; or (vii) any other claim made by any third party in connection with your use of the Services.
16. Term and Termination
Papaya reserves the right at any time to modify, suspend, discontinue, or terminate, temporarily or permanently, the Services, with or without notice. You agree that Papaya shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services.
We do not guarantee that the Services will be available at all times or at any given time or that we will continue to offer the Services for any particular length of time. We may change and update the Services without notice to you. We make no warranty or representation regarding the availability of the Services and reserve the right to modify or discontinue the Services in our sole discretion without notice, including for example, ceasing a competition or other Services for technical reasons (such as technical difficulties experienced by us or on the internet) or to allow us to improve user experience. NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES MAY BE TERMINATED IN WHOLE OR IN PART AT OUR SOLE DISCRETION WITHOUT NOTICE TO YOU. YOU ASSUME ANY AND ALL RISK OF LOSS ASSOCIATED WITH THE TERMINATION OF THE SERVICES.
These Terms apply from the date that you accept them as provided herein. You may terminate your Papaya account at any time and for any reason by sending us a support request at: terms-inquiries@papayagaming.com or following the instructions provided in the Website or Apps. Upon termination of your account, you must immediately discontinue use of the Services and your account. Immediately upon termination of your account, all licenses and rights granted to you under these Terms automatically terminate.
Papaya may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Services without notice and liability upon any violation of these Terms. Upon termination for any reason, your right to use the Services will immediately cease and you continue to be bound by these Terms.
17. Agreement to Arbitrate/Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You agree that any claim or dispute at law or equity that has arisen or may arise between you and Papaya relating in any way to or arising out of these Terms or your use of, or access to the Services, will be resolved in accordance with the provisions set forth in this Section 17. Please read this section carefully. It affects your rights and will have a substantial impact on how claims you may have against each other are resolved.
Legal notices shall be served at the address provided in the contact section (in case Papaya is served) or your email address on file with us (in case you are served). Notice by us to you shall be deemed given twenty-four (24) hours after the email is sent. Alternatively, we may give you legal notice by mail to the physical address associated with your account. In such case, notice shall be deemed given three (3) days after the date of mailing, regardless of whether any such notice is returned to us. It is your responsibility to keep your contact information updated.
You and Papaya will attempt to resolve any dispute through informal negotiation within thirty (30) days from the date the notice of dispute is sent. During this period, the parties shall use best efforts to settle any dispute, claim or disagreement. Filing any claims before the end of this period and without engaging in this process could result in the award of fees against you in arbitration. If the dispute is not resolved within such time period, you agree that any and all disputes or claims that have arisen or may arise between you and Papaya relating in any way to or arising out of these Terms or your use of or access to the Services shall be resolved exclusively through final and binding arbitration. If you reside in the U.S., The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. Otherwise, the Israeli Arbitration Law, 5728-1968 shall govern the interpretation and enforcement of this agreement to arbitrate.
In all events, each party hereby knowingly, voluntarily and intentionally, waives (to the extent permitted by applicable law) any right it may have to a trial by jury of any dispute arising under or relating to these Terms or your use of or access to the Services. The parties further agree that, if and to the extent this agreement to arbitration does not apply to any claim, that claim will be tried before a judge sitting without a jury.
You agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class, representative, or private attorney general action or proceeding. Unless Papaya agrees otherwise in a separate writing, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, class, or private attorney general action or proceeding. The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other Papaya users. If a court decides that applicable law precludes enforcement of any of this paragraph’s prohibitions on class, representative, or private attorney general actions or proceedings as to any claim, then that claim (and only that claim) must be severed from the arbitration and resolved in court, subject to your and Papaya’s right to appeal the court’s decision. All other claims will be arbitrated.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate, any part of it, or of the Terms including, but not limited to, any claim that all or any part of this agreement to arbitrate or the Terms is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator shall also be empowered to consolidate claims raised between the same parties to a single arbitration proceeding so long as Papaya agrees to such. The arbitrator has the right to impose sanctions in accordance with NAM rules for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11).
The arbitration will be conducted by the Israeli Institute of Commercial Arbitration, or National Arbitration and Mediation (“NAM”) if you reside in the U.S., under their rules and procedures as applicable, including the commercial arbitration rules, as modified by this agreement.
The parties agree that NAM has discretion to modify the amount or timing of any administrative or arbitration fees due under NAM’s rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Section while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction.
The arbitration shall be held in Tel Aviv, Israel (or New York City for U.S. residents) or at another mutually agreed upon location. If the value of the relief sought is $10,000 or less, you or Papaya may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Papaya, subject to the arbitrator’s discretion to require an in-person hearing. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require Papaya to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, Papaya will pay the remaining filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable NAM Rules.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
To the extent permitted by applicable law, any claim or dispute under these Terms and use of the Services must be filed within one (1) year from the date of the cause of action. If a claim or dispute isn’t filed within one year, you acknowledge that you shall have waived and will be deemed permanently barred from bringing such dispute.
The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND PAPAYA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If there is a final judicial determination that applicable law precludes enforcement of this Section’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.
With the exception of any of the provisions in the class action waiver, if an arbitrator or court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this agreement to arbitrate shall still apply.
Exception – Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also elect to have disputes or claims resolved in a small claims court that are within the scope of that court’s jurisdiction. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party’s right to arbitration under this agreement.
30-Day Right to Opt Out: You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following address: terms-inquiries@papayagaming.com. The notice must be sent within 30 days of [the effective date above or your first use of the Services, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, Papaya also will not be bound by them.
Changes to this Section: Papaya will provide 30 days’ notice of any changes affecting the substance of this Section 17. Changes will become effective on the 30th day. If you continue to use the Services after the 30th day, you agree that any unfiled claims of which Papaya does not have actual notice are subject to the revised clause.
18. Modification of Terms or Services
We reserve the right, at any time in our sole discretion, to amend or replace any part of these Terms and any document referred to herein, or any part thereof, at any time, without prior notice. You agree that we may notify you of any updated or new Terms by posting notice on the Services so that they are accessible via a link from the home page or by providing you notice at the email address associated with your account. Except as explicitly set forth herein, all such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms. Your continued use of the Services after such notice confirms your consent to and acceptance of such amendment. The most current version of these Terms will govern your use and access of the Services, including without limitation any content made available on or through the Services. If you object to any such changes, your sole recourse is to cease accessing the Services.
We reserve the right, at any time and from time to time, temporarily or permanently, with or without notice, in whole or in part, to: (i) stop offering and/or supporting the Services or any particular game or part of the Services; (ii) terminate or suspend your license to use the Services or any part of it; (iii) modify or discontinue the Services; (iv) modify or remove any of the information contained in the Services; (v) limit the Services’ availability to any person, geographic area, or jurisdiction we choose; (vi) charge fees in connection with the use of the Services; (vii) modify and/or waive any fees charged in connection with the Services; and/or (viii) offer opportunities to some and all users of the Services. If that happens, Papaya is not required to provide refunds, benefits or other compensation to players in connection with discontinued elements of the Services or for virtual goods previously awarded or purchased. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services, in whole or in part. Your continued use of the Services after such changes will indicate your acceptance of such changes in the Services and in these Terms.
19. Governing Law and Jurisdiction
For any dispute not subject to arbitration, if you reside or use our Services in the U.S., these Terms shall be governed by and construed in accordance with the laws of the State of California, U.S., without regard to conflict of law principles thereof. You hereby consent to the exclusive personal jurisdiction and venue of the Courts of Los Angeles, California, U.S.
Otherwise, for any dispute not subject to arbitration, these Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to conflict of law principles thereof. You hereby consent to the exclusive personal jurisdiction and venue of Tel Aviv, Israel.
20. No Waiver and Force Majeure
Papaya’s failure to exercise or enforce any right or provision in these Terms shall not be considered a waiver of such right or provision, unless agreed upon in writing. Papaya will not be responsible for any failures to fulfill any obligations due to causes beyond its reasonable control.
21. Survival
Any and all terms and conditions within these Terms that should, by their nature, survive termination of your account, will survive such termination, including: Compliance with Laws, Prohibited Uses, Limitation of Liability, Winnings, Account Funds and Payments, Prize Forfeiture, Indemnification, Papaya’s Intellectual Property Rights, Term and Termination, Agreement to Arbitrate/Class Action Waiver, and Governing Law.
22. Assignment of Rights
You may not transfer, assign, sub-license, or pledge in any manner whatsoever your account or any of your rights or obligations under these Terms. Papaya may transfer, assign, sub-license, or pledge in any manner whatsoever any of its rights and obligations under these Terms to any subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.
Notification Procedures
Papaya may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on the Services, as determined by Papaya in our sole discretion. Papaya reserves the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in these Terms or Papaya’s Privacy Policy.
23. Entire Agreement and Severability of Clauses
The Terms posted on this page, and the policies and agreements that are incorporated herein by reference, as amended, constitute the entire Terms between you and Papaya. If any part of these Terms is held by a court of law to be invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect the original intentions of the parties, and the remaining portions shall remain in full force and effect.
24. Language
You acknowledge that these Terms, and all related documents (including any Rules and the Privacy Policy) have been prepared in English. If these Terms are translated into another language, the English language text shall in any event prevail.
25. Contact Us
If you have any questions about these Terms or Papaya’s Services in general, please contact us at: terms-inquiries@papayagaming.com. Subject to the content of your inquiry, Papaya may request that you provide additional information in order to allow the appropriate handling of your inquiry.