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HYPERPLAY TERMS OF SERVICE

LAST UPDATED: MARCH 10, 2025

Please read these Terms of Service (the “Terms” or “Terms of Service”) carefully because they govern all access to and use of the websites, subdomains, and user interfaces located at https://www.hyperplay.xyz (the “Site”), including all other content, functionality, and services offered by HyperPlay Labs Inc., a Texas corporation (“HyperPlay”, “we”, “us”, or “our”). To make these Terms of Service easier to read, the Site, the HyperPlay Desktop Application, and the HyperPlay Store, including all existing and any updated or new software, content, features, functionality, and technology, are individually a “Service”, and collectively the “Services”. Please note that the Services may facilitate interaction with decentralized cryptographic protocols maintained by third-party open-source communities which HyperPlay does not own or control. These Terms apply to any other website operated by HyperPlay on which these Terms of Service are posted.

All access to and use of the Services is subject to these Terms. For purposes of these Terms, “you”, “your”, and “user” means you as the user of the Services. By accessing, browsing, or otherwise using the Site, or any other aspect of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an entity or other organization, you are agreeing to these Terms on behalf of that entity or organization and representing to us that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms “you” and “your” will refer to that entity or organization). If you do not accept the terms and conditions of these Terms, you are prohibited from accessing, browsing, or otherwise using the Services.

IMPORTANT NOTICE: BY ACCEPTING THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND HYPERPLAY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 13 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE WILL NOT APPLY TO YOU, BUT THE PROVISIONS OF SECTION 12 (GOVERNING LAW AND FORUM) WILL APPLY INSTEAD.

  1. Agreement to the Terms.

By accessing or using any of the Services, clicking a button or checkbox to accept or agree to these Terms where that option is made available (the date on which any of the events listed above occur being the “Effective Date”), you accept and agree to be bound by these Terms and any additional terms, rules and conditions of participation issued by HyperPlay from time to time. If you do not agree to be bound by these Terms, then you are not authorized to use the Services. Please also review our Privacy Policy, which governs your use of the Services, for information on how we collect, use, and share your information.

  1. Changes to the Terms or the Services.

We may update these Terms, including any addendum terms, from time to time in our sole discretion. If we do, we will post the updated Terms on this page and will indicate at the top of this page the date these Terms were last revised. It is important that you review the Terms whenever we update them, or whenever you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Services anymore.

We may change or discontinue any Service, at any time and without notice, at our sole discretion. We may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We will use commercially reasonable efforts to communicate to you any material change or discontinuation of a Service through the Site or public communication channels.

  1. Who May Use the Services.

YOU MAY USE THE SERVICES ONLY IF YOU: ARE LAWFULLY CAPABLE OF FORMING A BINDING CONTRACT WITH HYPERPLAY AND ARE NOT OTHERWISE BARRED FROM USING THE SERVICES UNDER APPLICABLE LAW.

By accessing or using the Services, you represent that you are at least the age of majority (e.g., 18 years of age) and have the full right, power, and authority to enter and comply with these Terms. If you are under the age of majority in your jurisdiction of residence, you may access and use the Services only with the consent of, or under the supervision of, your parent or legal guardian. If you are under the age of majority in your jurisdiction of residence and your parent or guardian grants you permission to access and use the Services, your parent or guardian hereby agrees to these Terms themself and on behalf of you.

The Services are only offered to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws, rules, and regulations when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not a resident, national, or agent of North Korea, Iran, Syria, Belarus, Cuba, Russia, and the Crimea, Luhansk, Donetsk, Zaporizhzhia, and Kherson regions of Ukraine, or any other country or jurisdiction to which the United States, the United Nations Security Council, or the European Union embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”); (b) you are not a member of any sanctions list or equivalent established by the United Kingdom, United States, the United Nations Security Council, or the European Union (collectively, “Restricted Persons”) and you do not intend to transact with any Restricted Person; and (c) you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services.

HyperPlay may require you to provide additional information and documents regarding your use of the Services, including at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering or for counteracting terrorist financing. HyperPlay may also require you to provide additional information or documents in cases where it has reason to believe: (a) that you are a Restricted Person or a resident or national of a Restricted Territory; (b) that your Digital Wallet (as defined below) is being used for money laundering or for any other illegal activity; or (c) you have concealed or reported false identification information or other details.

  1. About the Services.

  2. HyperPlay Account.

    1. Generally. HyperPlay offers a number of products and services that are each part of the “Services”, which includes the HyperPlay Desktop Application, the HyperPlay Store, and others. The Services are generally accessed through the Site.
    2. Account Required. Certain Services and certain features of the Services require you to create and maintain a HyperPlay account. For those Services that require an account, you understand and agree that: (a) you are responsible for all activities that occur on and under your account, regardless of whether the activities are authorized or undertaken by you, your agents, or a third party (including your contractors and End Users (as defined below)); and (b) we and our affiliates are not responsible for unauthorized access to your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated by third parties or related to your access or use of Third-Party Content or Third-Party Services (as defined below).
    3. No Account Required. For those Services that do not require an account, you understand and agree that: (a) you are responsible for all activities that occur through your use of such Services regardless of whether the activities are authorized or undertaken by you, your agents, or a third party (including your contractors and End Users (as defined below)); and (b) we and our affiliates are not responsible for any unauthorized access that may occur during your use of the Services, including any access that occurs as a result of fraud, phishing, or other criminal activity perpetrated by third parties or related to your access or use of Third-Party Content or Third-Party Services (as defined below).
    4. Log-In Credentials and API Authentication. To the extent we provide you with log-in credentials and application program interface (“API”) authentication generated by the Services, such log-in credentials and API authentication are for your use only and you may not sell, transfer or sublicense the same to any other entity or person, except as provided by these Terms.
    5. Account Security. You are solely responsible for properly configuring, accessing, and using the Services, and otherwise taking appropriate action to secure, protect, and backup your HyperPlay account and/or User Content (as defined below) in a manner that will provide appropriate security and protection, which may include the use of encryption. You further agree to record and securely maintain any passwords or backup security phrases that relate to your account or your use of the Services. You acknowledge that you will not share with HyperPlay, nor with any other third party, any password, backup phrase, private key, or similar private access credential, that relates to your use of the Services.

  3. Digital Wallet.

    1. To access and participate in certain Services and certain features of the Services, you will need to connect a supported third-party, non-custodial digital asset wallet, such as MetaMask or any other wallet compatible with WalletConnect (a “Digital Wallet”), to the Services. All Digital Wallet services are Third-Party Services (as defined below) within the meaning of these Terms. By using a Digital Wallet in connection with the Services, you agree that you are using that wallet under the terms and conditions of the applicable wallet provider of such Third-Party Service. Digital Wallets are non-custodial and not operated by, maintained by, or affiliated with HyperPlay, and HyperPlay does not have custody or control over the contents and assets of any Digital Wallet, and does not have the ability to retrieve or transfer the contents or assets of any Digital Wallet. HyperPlay accepts no responsibility for, or liability to you, in connection with your use of any Digital Wallet, and makes no representations or warranties regarding how the Services will operate with any specific Digital Wallet. Certain Services using a Digital Wallet may be unavailable to users in certain jurisdictions.
    2. If you elect to purchase any digital asset, or make a payment for Services using any digital asset, through the Digital Wallet that you have connected to the Services (each such action, a “Payment”), you acknowledge and agree that any such Payment transactions will be conducted solely through the blockchain network governing the digital asset and that HyperPlay has no control over such Payments, nor does HyperPlay have the ability to reverse any such Payments. You acknowledge and agree that certain Payments transactions may be carried out by Third-Party Services (as defined below), and that HyperPlay has no control over such Payments, nor does HyperPlay have the ability to reverse any such Payments. Accordingly, HyperPlay will have no liability to you or to any third-party for any claims or damages that may arise as a result of any Payments or other transactions that you make through the Services. In certain cases, your transactions through the Services may not be successful due to an error with the Digital Wallet. HyperPlay accepts no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions. You are solely responsible for keeping your Digital Wallet secure, and you should never share your Digital Wallet credentials, private key or seed phrase with anyone. If you discover an issue related to your Digital Wallet, please contact the third-party provider of the Digital Wallet.

  4. User Content.

    1. Certain Services and certain features of the Services may permit you to share, transfer, store, and/or host your content with HyperPlay, including any data, text, images, audio, video, graphics, animations, works of authorship or other content, materials and media of any kind that you use, upload, provide, or submit in connection with your use of the Services, or that is contributed by any other individual or entity that accesses or uses your User Content or accesses or uses the Services under your account (each, an “End User”) (collectively, “User Content”).
    2. With respect to all User Content, you represent and warrant that you either own or have all rights and licenses necessary such that your use of the User Content in connection with the Services will not infringe, misappropriate or otherwise violate any intellectual property rights, rights of privacy, rights of publicity or other rights of any third party. You are solely responsible for determining the specific content of all User Content associated with your use of the Services, including with respect to the intellectual property rights of such materials.
    3. In connection with your use of the Services, you hereby grant HyperPlay a worldwide, non-exclusive, fully paid-up, royalty-free license to modify, reformat, perform, display, transmit and otherwise use all User Content submitted or provided in connection with your use of the Services in any manner that is necessary or desirable to provide the features and functionality of the Services under these Terms. The aforementioned license will terminate with respect to any particular item of User Content when you or HyperPlay remove or delete it from the Services, provided that you acknowledge that such licenses survive to the extent necessary for a copy of the User Content to be retained by HyperPlay.

  5. Feedback. HyperPlay appreciates feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you grant HyperPlay a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property or other rights that you own or control to use, copy, modify, create derivative works based upon, make, have made, sell, offer for sale, import and otherwise exploit in any manner or medium whatsoever known now or in the future, your Feedback for any purpose, without compensation to you. For the avoidance of doubt, and to the extent permissible, Feedback includes any feedback, comments, ideas, proposals or suggestions provided to, or accessed by, HyperPlay through any Third-Party Content or Third-Party Services (as those terms are defined below).

  6. Third-Party Content and Services. The Site and the Services may allow you to view, access, use, or interact with certain informational content and resources of one or more third parties (collectively, “Third-Party Content”), and certain websites, products, integrations, applications, services and protocol functionality of one or more third parties (collectively, “Third-Party Services”), including but not limited to the Epic Games Store, Steam, GOG.com, Discord, and Digital Wallets. HyperPlay provides access to Third-Party Content and Third-Party Services as a convenience only, and such access does not constitute HyperPlay’s approval, endorsement, or control of any such Third-Party Content or Third-Party Service. HyperPlay does not verify, curate, or control Third-Party Content, and does not control Third-Party Services. You acknowledge sole responsibility for, and assume all risk arising from, your access to, reliance upon, or use of any Third-Party Content or Third-Party Service. HyperPlay disclaims all responsibility and liability for any losses on account of your reliance upon or use of such content or services. Your use of Third-Party Content and Third-Party Services through the Site is governed by these Terms and any applicable terms and conditions under which the Third-Party Content and Third-Party Services are offered. Dealing or correspondence with any third-party that provides such content or services is solely between you and that third-party. Your use of Third-Party Services may be subject to the separate policies, terms of use, and/or fees and charges of such Third-Party Service providers. HyperPlay reserves the right to change, suspend, remove, disable, or impose access restrictions or limits on the use of any Third-Party Content or Third-Party Service at any time, without notice.

  7. Intellectual Property Rights.

  8. Generally. HyperPlay and its licensors exclusively own all rights, title and interest in and to the Services and the HyperPlay Materials (as defined below), including all associated intellectual property rights. You acknowledge that the Services, including the HyperPlay Materials, are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

  9. HyperPlay Materials. The Services contain and include software, data, text, audio, video, images, documentation, and technology of HyperPlay that are protected by copyright, trademark, patent, trade secret and other laws. As between the parties, HyperPlay owns all worldwide rights, title and interest, including all intellectual property and other proprietary rights, in and to the Services, including all designs, artworks, logos, functionalities and documents, and all usage and other data generated or collected by HyperPlay in connection with your use of the Services, including other developments made, conceived, created, discovered, invented, or reduced to practice in connection with the planning, development and/or performance of the Services under these Terms, including all intellectual property rights therein (collectively, the “HyperPlay Materials”). All other rights in and to the HyperPlay Materials are expressly reserved by HyperPlay.

  10. Limited License. Subject to these Terms, HyperPlay grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services solely in accordance with these Terms and your permitted use of such Services. Except as otherwise provided in this section, you obtain no rights under these Terms from us, our affiliates or our licensors to the Services, including any related intellectual property rights. Some Third-Party Content and Third-Party Services may be provided to you under a separate license, such as the Apache License, Version 2.0, or other open source license. In the event of a conflict between these Terms and any separate third-party license, the separate third-party license will control with respect to the specific Third-Party Services and Third-Party Content that are the subject of such separate third-party license.

  11. Prohibitions. Neither you nor any of your End Users will use the Services, including any HyperPlay Materials, in any manner, or for any purpose, other than as expressly permitted by these Terms. Except for as authorized, neither you nor any of your End Users will, or will attempt to: (i) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any of the Services (except to the extent that any part of the Services is provided to you under a separate third-party license that expressly permits the creation of derivative works); (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services; (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (d) use copying or scraping techniques to mine or otherwise scrape data; or (e) resell or sublicense the Services unless otherwise agreed in writing by HyperPlay.

  12. General Prohibitions and Enforcement Rights.

You agree that you will not violate any law, contract, intellectual property, or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Services. You also agree that you will not:

  1. Access, tamper with, or use non-public areas of the Services, HyperPlay computer systems, or the technical delivery systems of HyperPlay’s Third-Party Service providers;
  2. Attempt to probe, scan or test the vulnerability of any HyperPlay system or network, or breach any security or authentication measures;
  3. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by HyperPlay or any of its service providers to protect the Services;
  4. Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by HyperPlay or other generally available third-party web browsers;
  5. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
  6. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, malware, or malicious code, overloading, flooding, spamming, or mail-bombing the Services;
  7. Create, access, or use, or attempt to create, access, or use, multiple accounts or Digital Wallets to circumvent or violate these Terms, obscure your identity or location, avoid restrictions on the Services, or attempt to game, cheat, or hack any part of the Services, or gain any unfair or unauthorized advantage related to the Services;
  8. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  9. Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services);
  10. Export or re-export, directly or indirectly, the Services and/or other information or materials provided by HyperPlay hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations;
  11. Engage in wash trading, front running, pump and dump trading, ramping, cornering, or other deceptive or manipulative trading activities while using the Services;
  12. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  13. Promote or further any criminal activity or enterprise, or provide instructional information about illegal activities;
  14. Distribute any content that: (i) infringes, misappropriates or violates a third-party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances; and
  15. Use, display, mirror or frame the Services or any individual element within the Services, HyperPlay’s name, any HyperPlay trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without HyperPlay’s express written consent.

We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

  1. Term, Termination, and Suspension.
  2. Term. The term shall commence on the Effective Date and will remain in effect until you stop accessing and using the Services.
  3. Suspension of Services. We may suspend your right to access or use any portion of or all of the Services immediately if we determine:
    1. Your use of the Services: poses a security risk to the Services or any third party; could adversely impact our systems, the Services or the systems of any other user; could subject us, our affiliates, or any third party to liability; or may be unlawful;
    2. You are, or any of your End Users are, in breach of these Terms;
    3. For entities, you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or
    4. We determine that for any reason your continued use of the Services could have an adverse effect on us or our business.
  4. Termination.
    1. Termination for Convenience. HyperPlay may suspend or terminate your access to and use of the Services, including suspending access to the Site, at our sole discretion, at any time and without notice to you.
    2. Termination for Cause. Either party may terminate these Terms for cause if the other party is in material breach of these Terms and the material breach remains uncured for a period of 30 calendar days from receipt of notice by the other party. HyperPlay may also terminate these Terms immediately: pursuant to the service suspension provisions of this section; if our relationship with a provider of Third-Party Services that provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide any software or other technology as part of the Services; or in order to avoid undue risk of violating the law.
  5. Effect of Termination. Upon termination, all rights and obligations of the parties under these Terms shall terminate immediately.
  6. Survival. Upon any termination, discontinuation or cancellation of these Terms or the Services, the following sections shall survive: 5, 7, 8, 9, 10, 11, 12, 13, and 14.
  7. Warranty Disclaimers.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. HYPERPLAY (AND ITS AFFILIATES AND SERVICE PROVIDERS) MAKE NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. HYPERPLAY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICES AND ANY CONTENT CONTAINED THEREIN.

  1. Assumption of Risk.

You accept, acknowledge and assume the following risks:

  1. By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of digital assets. Such systems may have vulnerabilities or other failures, or other abnormal behavior. HyperPlay is not responsible for any issues with any blockchain, including forks, technical node issues or any other issues that may result in the loss of funds. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum and Arbitrum are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to or from the Services. You further acknowledge that HyperPlay is not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing, using, or interacting with the Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing, using and interacting with the Services.
  2. There are risks associated with using digital assets and tokens, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information or assets stored within your Digital Wallet. You accept and acknowledge that HyperPlay will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.
  3. HyperPlay and its affiliates cannot control how third-party Digital Wallets and exchange platforms quote or value cryptocurrencies and other digital assets, and so HyperPlay expressly denies and disclaims any liability to you, and denies any obligations to indemnify or hold you harmless for any losses you may incur as a result of fluctuations in the value of cryptocurrencies or other digital assets.
  4. You represent that you understand that smart contracts execute automatically when certain conditions are met, and as such, typically cannot be stopped or reversed, and that vulnerabilities in smart contract programming and design, including vulnerabilities that may arise due to hacking or other security incidents, can have adverse effects to your digital assets, including but not limited to significant volatility and risk of loss.
  5. HyperPlay does not guarantee the security or functionality of any Third-Party Service, including any third-party protocol, software or technology, intended to be compatible with HyperPlay or any HyperPlay assets.
  6. HyperPlay may rely on third-party platforms to provide the Services. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Services may suffer.
  7. You are solely responsible for determining what, if any, taxes apply to your transactions. HyperPlay and its affiliates are not responsible for determining the taxes that apply to any such transactions. You are solely responsible for maintaining all relevant tax records and complying with any reporting requirements you may have as related to HyperPlay’s Services or any Third-Party Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services or Third-Party Services.
  8. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services.
  9. Indemnity.
  10. To the fullest extent permitted by applicable laws, you agree to indemnify, defend, and hold HyperPlay and its affiliates and service providers, and each of their respective officers, directors, supervisors, contractors and agents, harmless from and against any and all third-party claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way related to: (a) your access to, use of, or interaction with the Services, including any HyperPlay Materials; (b) your access to, use of, or interaction with any User Content, Third-Party Services, or Third-Party Content; (c) your violation of these Terms or applicable law; (d) your violation of the rights of a third party, including but not limited to the infringement or misappropriation of a third party’s intellectual property rights; and (e) your negligence or willful misconduct.
  11. You agree to promptly notify HyperPlay of any such third-party claims, and to cooperate with HyperPlay in defending such third-party claims. You further agree that HyperPlay shall have the right to control the defense or settlement of any third-party claims as they relate to HyperPlay, if HyperPlay so chooses. You accept and acknowledge that you may not settle or otherwise compromise any third-party claim subject to this section without HyperPlay’s prior written consent.
  12. Limitation of Liability.
  13. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER HYPERPLAY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HYPERPLAY OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  14. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW, IN NO EVENT WILL HYPERPLAY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR THE USE OF OR INABILITY TO USE THE SERVICES, EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO HYPERPLAY FOR USE OF THE SERVICES IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR, IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO HYPERPLAY, ONE THOUSAND DOLLARS ($1,000). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND HYPERPLAY.
  15. Governing Law and Forum.

These Terms and any action related thereto will be governed by the Federal Arbitration Act and the laws of the State of Texas, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 13 (Dispute Resolution), the exclusive jurisdiction for all Disputes (as defined below) that you and HyperPlay resolve outside of arbitration will be a Federal District Court or a Texas state court located in Fort Worth, Texas, and you and HyperPlay each waive any objection to jurisdiction and venue in such courts.

  1. Dispute Resolution.

PLEASE READ THIS SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

  1. Informal Dispute Resolution. In the event of any dispute, claim, or controversy between you and HyperPlay arising out of or relating to the use of the Services, these Terms, or the breach, termination, enforcement, interpretation or validity of these Terms (collectively, “Disputes”), either party must first attempt to resolve such Dispute informally. Accordingly, neither you nor HyperPlay may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a Dispute in writing. As part of this informal resolution process, you must deliver your written notices via hand or first-class mail to us at HyperPlay Labs Inc., 600 W 6th Street, Fourth Floor #1079, Fort Worth, TX 76102.
  2. Mandatory Binding Arbitration. After the informal dispute resolution process has been exhausted, any remaining Disputes will be resolved solely by binding, individual arbitration (and not in a class, representative or consolidated action or proceeding), including threshold questions of arbitrability of any Disputes. You hereby waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms and the Services, including Disputes related to privacy and data security resolved in court. Further, you hereby waive all rights to participate in any class action lawsuit or class wide arbitration against HyperPlay. Instead, any dispute arising out of or related to these Terms, as well as any issue on its validity and existence, shall be referred to and finally and exclusively resolved by arbitration administered by JAMS in accordance with the JAMS Optional Expedited Arbitration Procedures. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules, including where applicable the JAMS’ Mass Arbitration Procedures and Guidelines. The arbitration will be held in Fort Worth, Texas, unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. The arbitrator’s decision shall be final, binding, and non-appealable. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If for any reason a claim by law or equity must proceed in court rather than in arbitration you agree any claim may only be brought only in a Federal District Court or a Texas state court located in Fort Worth, Texas.
  3. Exceptions. As limited exceptions to Section 13(B) above: (i) both parties may seek to resolve a Dispute in small claims court in Fort Worth, Texas if it qualifies; and (ii) each party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of its intellectual property rights. Any dispute about whether a Dispute qualifies for small claims court will be resolved by that court, not by an arbitrator, in which case the arbitration proceeding will remain closed unless and until the small claims court issues a decision that the Dispute should proceed in arbitration.
  4. Class Action Waiver. All Disputes must be submitted on an individual basis. No Disputes may be arbitrated on a class or collective basis. You and HyperPlay expressly waive any right to submit, initiate, or participate in a representative capacity as a plaintiff, claimant or member in a class action, collective action or other representative or joint action, regardless of whether the action is filed in arbitration or in court. Unless both parties agree, no arbitrator or judge may consolidate more than one Dispute or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of an individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Dispute. If a court decides that applicable law precludes enforcement of any of this section’s limitations as to a particular Dispute, then that Dispute (and only that Dispute) must be severed from the arbitration and may be brought in court. If any court or arbitrator determines that the class action waiver set forth in this section is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provisions herein shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate Disputes. This provision shall survive termination of these Terms.
  5. General Terms.
  6. Assignment. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without HyperPlay’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null and void in its entirety. HyperPlay may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
  7. Reservation of Rights. HyperPlay and its licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.
  8. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  9. No Third Party Beneficiaries. The provisions of these Terms are intended for the benefit of and are enforceable solely by the parties hereto, and nothing in these Terms will be construed as giving any other person any right, remedy or claim under or in respect of these Terms or any provision hereof.
  10. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between HyperPlay and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between HyperPlay and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
  11. Notices. Any notices or other communications provided by HyperPlay under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
  12. Waiver of Rights. HyperPlay’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of HyperPlay. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
  13. Severability. If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of the Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms, but the rest of the Terms will remain in full force and effect.
  14. Contact HyperPlay.

If you have any questions about the Terms or the Services, please contact legal@hyperplay.xyz.