Terms of Service

Welcome, and thank you for your interest in Micr, Inc. (“Micr,” “we,” or “us”) and our website at www.micrgames.com, along with our related websites, hosted applications, mobile or other downloadable applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Micr regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING MICR’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to These Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND MICR’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY MICR AND BY YOU TO BE BOUND BY THESE TERMS.

Arbitration NOTICE. Except for certain kinds of disputes described in Section 19 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND MICR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Micr Service Overview

Micr provides a social gaming platform that enables users to play games together using voice-chat enabled lobbies and matchmaking. Users can use the social features of the Service to message with other users, find communities of users with similar interests, and post or share content with other users or larger community groups.

Beta Access Terms

Micr is offering you a limited opportunity to participate in Micr’s private beta program that will enable you to access the Service prior to its commercial release (the “Micr Beta”). Participants in the Micr Beta may use a beta version of the Service, including for any Tournaments (as defined below) (the “Beta Service”) solely during the duration of the Micr Beta and solely for the purpose of: (a) testing and evaluating the Beta Services; and (b) providing Beta Feedback (as defined below) to Micr.

Publicity; Confidentiality

You may not make any public statements regarding the Micr Beta or the Beta Services, including, without limitation, any publication, review, or evaluation, without prior written approval from Micr. You agree to maintain the confidentiality of and not disclose to any third party: (a) these Terms; (b) all non-public information disclosed or otherwise made available by Micr to you during the Micr Beta or your use of the Beta Service; and (c) any Beta Feedback, performance data, and all other information obtained through your access to or use of Beta Service.

No Warranty

The Service is provided “as-is” and is subject to the disclaimer of warranties set forth in these Terms. Notwithstanding anything to the contrary in these Terms, and to the fullest extent permitted by law, Micr will have no liability or responsibility to you or any third party with respect to any matter whatsoever regarding the Micr Beta or the Beta Service. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, MICR PROVIDES NO WARRANTY FOR THE BETA SERVICE OR THE MICR BETA AND MICR’S AGGREGATE LIABILITY FOR THE BETA SERVICE WILL NOT EXCEED US$50.00.

Fees

The Beta Service is currently made available to you free of charge. Micr reserves the right to determine pricing for the Beta Service and to charge fees for the Beta Service (or any component, feature, or functionality thereof, including for internal evaluation purposes) on a going forward basis.

Beta Feedback

In exchange for permitting you to access and use the Beta Service in advance of its commercial release, you agree to reasonably respond to surveys, questionnaires, and other inquiries Micr may make from time to time. You agree to provide Micr with recommendations, suggestions, or other feedback relating to the Beta Service or any other Micr products or services (“Beta Feedback”), you grant Micr a perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to freely use, disclose, reproduce, license, distribute, and otherwise exploit the Beta Feedback in any manner and for any purpose, including to improve the Beta Service and to commercialize the Beta Feedback in any Micr product, technology, service, specification, or other documentation. Micr will have no obligation to provide you with attribution or compensation for any Beta Feedback provided to Micr.

Tournaments

As part of the Service, Micr may make available certain features that enable you to organize and participate in competitive tournaments, where users can compete with one another to achieve objectives in a game (each event, a “Tournament”).

Tournament Rules

The user that is creating the Tournament event (“Creator”) can set the applicable rules for the Tournament, including any restrictions on the gameplay, whether the Tournament is free to enter or has an entry fee, and which users of the Service are able to participate in the Tournament. If you participate in a Tournament, you must comply with these Terms and any additional rules or restrictions for the applicable Tournament, including the rules set by the Creator (collectively, the “Tournament Rules”).

Eligibility

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

Accounts and Registration

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@micrgames.com.

General Payment Terms

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.

Price

Micr reserves the right to determine pricing for the Service. Micr will make reasonable efforts to keep pricing information published on the Service up to date. Micr may change the fees for any feature of the Service, including additional fees or charges, if Micr gives you advance notice of changes before they apply. Micr, at its sole discretion, may make promotional offers with different features and different pricing to any of Micr’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

Authorization

You authorize Micr to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Micr, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Micr may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. In order to process your payment, we currently use Stripe, a third-party payment processor. Stripe accepts all major debit and credit cards. Your payment will be processed by Stripe (https://stripe.com/) and is subject to the Stripe terms of service, who will collect, use, and process your information, including payment information, in accordance with their privacy policy. You can access their privacy policy via the following link: (https://link.com/privacy) and their terms of service at (https://stripe.com/legal/consumer).

Subscription Service

The Service may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize Micr or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. For information on the “Subscription Fee”, please see our pricing page on the Service. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Micr or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service by contacting us at support@micrgames.com. Your cancellation must be received before the renewal date in order to avoid charge for the next subscription period.

Delinquent Accounts

Micr may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Micr reserves the right to delete your account and any information or User Content (defined below) associated with your account without any liability to you.

Licenses

Limited License

Subject to your complete and ongoing compliance with these Terms, Micr grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and access and use the Service.

License Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; make modifications to the Service; or interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

Feedback

We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Micr an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

Ownership; Proprietary Rights

The Service is owned and operated by Micr. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Micr (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Micr or its third-party licensors. Except as expressly authorized by Micr, you may not make use of the Materials. There are no implied licenses in these Terms and Micr reserves all rights to the Materials not granted expressly in these Terms.

Third-Party Terms

Third-Party Services and Linked Websites

Micr may provide tools through the Service that enable you to export information, including User Content, to third-party services, including through features that allow you to link your account on the Service with an account on the third-party service, such as Steam and Twitch, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize Micr to transfer that information to the applicable third-party service. Third-party services are not under Micr’s control, and, to the fullest extent permitted by law, Micr is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Micr’s control, and Micr is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Micr will have no control over the information that has been shared.

Third-Party Software

The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

User Content

User Content Generally

Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Service, including messages, reviews, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.

Matchmaking and Chat Features

As part of the Service, Micr allows users to join voice-chat enabled game lobbies with other users either through matchmaking functionality or by sending or receiving direct invitations to other users on the service (“Matchmaking”). You may be able to use voice and text chat functions with certain parts of the Service, including through your use of Matchmaking, that enables communications between you and other users of the Service (the “Chat Features”). In all cases, if you are using the Chat Features, you must only do so in accordance with the requirements and restrictions set forth in these Terms, including without limitation Section 10 (User Content) and Section 12 (Prohibited Conduct). All text or any other media you make available in connection with the Chat Features will be considered “User Content,” as defined in Section 10.1 (User Content Generally) hereof. If you use the Chat Features or Matchmaking, you agree that you will not engage in any conduct, or make available any content, that is crude, damaging, dangerous, defamatory, disconcerting, discriminatory, false, harmful, illegal, inaccurate, infringing, misleading, offensive, or wrong (collectively, “Offensive Content”). Notwithstanding the foregoing prohibition on Offensive Content, you acknowledge that Micr may, but has no obligation to, pre-screen or otherwise moderate User Content submitted to or via Chat Features, and that by using the Chat Features or Matchmaking, you may be exposed to User Content you find qualifies as Offensive Content or that is otherwise offensive or inappropriate to you. YOUR USE OF THE SERVICE, INCLUDING THE CHAT FEATURES AND MATCHMAKING, IS AT YOUR SOLE RISK, AND MICR WILL NOT BE LIABLE FOR ANY USER CONTENT, OR ANY STATEMENTS, REPRESENTATIONS, DEFAMATION, OMISSIONS, FALSEHOODS, OBSCENITY, PORNOGRAPHY, PROFANITY, OFFENSIVE CONTENT, OR OTHER TYPES OF CONTENT THAT MAY RESULT FROM YOUR OR ANY OTHER USERS USE OF THE SERVICE, INCLUDING THE CHAT FEATURES. You should have no expectation of privacy when using the Chat Features or Matchmaking. Micr does not control and is not liable for how other users of the Service may use the User Content that you make available through the Chat Features. Micr does not guarantee that other users of the Service or the content that other users submit to the Service will comply with these Terms or our other terms, policies, or guidelines. You should not make any personal or sensitive information available to other users using the Chat Features, including any passwords, financial information, dates of birth, Social Security numbers, passport numbers, credit card information, or any other sensitive information. User Content submitted may be viewable by Micr and Micr reserves the right to hide or delete messages that violate these Terms. You may report a user to Micr and, if Micr decides in its sole discretion that the reported conduct violates these Terms, Micr may take action to enforce these Terms, including, but not limited to, terminating the offending user’s account.

Limited License Grant to Micr

By Posting User Content to or via the Service, you grant Micr a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Posted or otherwise used on external services via the Service. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Micr’s exercise of the license set forth in this Section.

You Must Have Rights to the Content You Post; User Content Representations and Warranties

You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Micr disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

• you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Micr and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Micr, the Service, and these Terms;
• your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or cause Micr to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
• your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

User Content Disclaimer

We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Micr may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Micr with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Micr does not permit infringing activities on the Service.

Monitoring Content

Micr does not control and does not have any obligation to monitor: User Content; any content made available by third parties; or the use of the Service by its users, including Matchmaking or the Chat Features. You acknowledge and agree that Micr reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Micr chooses to monitor the content, then Micr still assumes no responsibility or liability for any content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Micr may block, filter, mute, remove, or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service.

Communications

Push Notifications

When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page.

Email

We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

Prohibited Conduct

BY USING THE SERVICE, YOU AGREE NOT TO:

• use the Service for any illegal purpose or in violation of any local, state, national, or international law;
• harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service, including through the Chat Feature;
• violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right, including by playing, using, broadcasting, or streaming any music (including any sound or voice recordings and musical recordings) without having all rights and permissions from the relevant copyright holders;
• access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Micr;
• interfere with security-related features of the Service, including by: disabling or circumventing features that prevent or limit use, printing, or copying of any content; or reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
• interfere with the operation of the Service or any user’s enjoyment of the Service, including by: uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; making any unsolicited offer or advertisement to another user of the Service; collecting personal information about another user or third party without consent; or interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
• perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;
• sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 8 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials;
• use, develop, host or distribute cheats, exploits, automation software, bots, hacks, mods or any other unauthorized third-party software in connection with the Service, or engage in any form of cheating, boosting, or booting in connection with any Tournament;
• otherwise use the Service, including the Chat Feature, in any manner that we deem, in our sole discretion, to be harmful or potentially harmful to our business, our products or services, other users, or any other third parties;
• record, transcribe, screenshot, or otherwise retain or share any User Content that you receive through the Chat Feature of the Service;
• post, upload, submit, distribute, or disseminate using the Service, including the Chat Feature, any Offensive Content or any inappropriate, profane, indecent, unlawful, defamatory, or obscene topic, name, material, content, images, or information;
• use the Service or any feature thereof, including the Chat Feature, in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise); or
• attempt to do any of the acts described in this Section 12 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 12 (Prohibited Conduct).

Intellectual Property Rights Protection

Respect of Third-Party Rights

Micr respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

DMCA Notification

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:

Micr, Inc. Attn: Legal Department (IP Notification) 12855 West Runway Rd, Playa Vista, CA 90094 Email: ip-infringement@micrgames.com

Procedure for Reporting Claimed Infringement

If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
• a description of the copyrighted work or other intellectual property right that you claim has been infringed;
• a description of the material that you claim is infringing and where it is located on the Service;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
• a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.
• Your Notification of Claimed Infringement may be shared by Micr with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Micr making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

Repeat Infringers

Micr’s policy is to: remove or disable access to material that Micr believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Micr will terminate the accounts of users that are determined by Micr to be repeat infringers. Micr reserves the right, however, to suspend or terminate accounts of users at our sole discretion.

Counter Notification

If you receive a notification from Micr that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Micr with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Micr’s Designated Agent through one of the methods identified in Section 13.2 (DMCA Notification), and include substantially the following information:

• your physical or electronic signature;
• identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Micr may be found, and that you will accept service of process from the person who provided notification under Section 13.2 (DMCA Notification) above or an agent of that person.
• A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

Reposting of Content Subject to a Counter Notification

If you submit a Counter Notification to Micr in response to a Notification of Claimed Infringement, then Micr will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Micr will replace the removed User Content or cease disabling access to it in 10 business days, and Micr will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Micr’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Micr’s system or network.

False Notifications of Claimed Infringement or Counter Notifications

The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Micr relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Micr reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

Modification of Terms

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service. Except as expressly permitted in this Section 14 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

Term, Termination, and Modification of the Service

Term

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 15.2 (Termination).

Termination

If you violate any provision of these Terms, or any Tournament Rules, then your authorization to access the Service and these Terms automatically terminate. In addition, Micr may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting customer service at support@micrgames.com.

Effect of Termination

Upon termination of these Terms: your license rights will terminate and you must immediately cease all use of the Service; you will no longer be authorized to access your account or the Service; you must pay Micr any unpaid amount that was due prior to termination; and all payment obligations accrued prior to termination and Sections 2 (Beta Access Terms), 7.3 (Feedback), 8 (Ownership; Proprietary Rights), 10.3 (Limited License Grant to Micr), 15.3 (Effect of Termination), 16 (Indemnity), 17 (Disclaimers; No Warranties by Micr), 18 (Limitation of Liability), 19 (Dispute Resolution and Arbitration), and 20 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

Modification of the Service

Micr reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Micr will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.

Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Micr, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Micr Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

Disclaimers; No Warranties by Micr

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MICR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MICR DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND MICR DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR MICR ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE MICR ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM: (a) THE SERVICE, (b) YOUR PARTICIPATION IN ANY TOURNAMENT, (c) YOUR USE OF THE CHAT FEATURE, INCLUDING ANY USER CONTENT AVAILABLE THROUGH ANY CHAT FEATURES; AND (d) YOUR DEALING WITH ANY OTHER SERVICE USER, INCLUDING IN CONNECTION WITH MATCHMAKING. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 17 (Disclaimers; No Warranties by Micr) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Micr does not disclaim any warranty or other right that Micr is prohibited from disclaiming under applicable law.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MICR ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MICR ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTIONS 19.5 (Commencing Arbitration) AND 19.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MICR ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: THE AMOUNT YOU HAVE PAID TO MICR FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND US$100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 18 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Dispute Resolution and Arbitration

Generally

Except as described in Section 19.2 (Exceptions) and 19.3 (Opt-Out), you and Micr agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MICR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions

Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: bring an individual action in small claims court; pursue an enforcement action through the applicable federal, state, or local agency if that action is available; seek injunctive relief in a court of law in aid of arbitration; or to file suit in a court of law to address an intellectual property infringement claim.

Opt-Out

If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 19 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Micr, Inc., Attention: Legal Department – Arbitration Opt-Out, PO Box #419, 13157 Mindanao Way, Marina Del Rey, CA 90292 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Micr receives your Opt-Out Notice, this Section 19 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 20.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

Arbitrator

This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling the JAMS at +1-800-352-5267, or by contacting Micr.

Commencing Arbitration

Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Micr’s address for Notice is: Micr, Inc., PO Box #419, 13157 Mindanao Way, Marina Del Rey, CA 90292. The Notice of Arbitration must: identify the name or account number of the party making the claim; describe the nature and basis of the claim or dispute; and set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Micr may commence an arbitration proceeding. The payment of all fees will be governed by the JAMS Rules.

Arbitration Proceedings

Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: solely on the basis of documents submitted to the arbitrator; through a telephonic or video hearing; or by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Micr must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

Arbitration Relief

Except as provided in Section 19.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Micr before an arbitrator was selected, Micr will pay to you the higher of: the amount awarded by the arbitrator and US $10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

No Class Actions

YOU AND MICR 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.

Modifications to this Arbitration Provision

If Micr makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Micr’s address for Notice of Arbitration, in which case your account with Micr will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Enforceability

If Section 19.8 (No Class Actions) or the entirety of this Section 19 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Micr receives an Opt-Out Notice from you, then the entirety of this Section 19 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 20.2 (Governing Law) will govern any action arising out of or related to these Terms.

Miscellaneous

General Terms

These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Micr regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Governing Law

These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Micr submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

Privacy Policy

Please read the Micr Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Micr Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

Additional Terms

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Contact Information

The Service is offered by Micr, Inc., located at PO Box #419, 13157 Mindanao Way, Marina Del Rey, CA 90292. You may contact us by sending correspondence to that address or by emailing us at support@micrgames.com.

Notice to California Residents

If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

No Support

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

International Use

The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

Notice Regarding Apple

This Section 21 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Micr only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. 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 these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.