| Language: |
Distinct Possibility Studios, Inc. End User License Agreement
Last Updated: October 8, 2025.
PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE PRODUCT. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE PRODUCT. BY DOWNLOADING, INSTALLING OR OTHERWISE ACCESSING OR USING THE PRODUCT, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT DOWNLOAD, INSTALL OR OTHERWISE ACCESS OR USE THE PRODUCT.
THIS AGREEMENT MAY REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US ON AN INDIVIDUAL BASIS ONLY, AND BY USING THE PRODUCT AND ENTERING INTO THIS AGREEMENT, YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN ANY COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT (INCLUDING AS A CLASS REPRESENTATIVE OR MEMBER OF ANY PUTATIVE CLASS).
This Agreement governs your use of this videogame and its associated software, upgrades, patches, updates and related services (the “Product”), which are made available by Distinct Possibility Studios, Inc. (“DPS”, “we”, “our” or “us”). The Product is designed for and directed at people 18 years of age or older. By accepting the terms of this Agreement and by downloading, installing or otherwise accessing or using the Product, you represent and warrant that you are over the age of 18, you have reached the age of majority where you are located or your parent or legal guardian has accepted and agreed to this Agreement on your behalf. By using the Product, you acknowledge and agree to be bound by (a) DPS’s Privacy Policy available at: https://www.reaperactual.com/privacy-policy (the “Privacy Policy”) and consent to the collection and use of your data in accordance with our Privacy Policy. Certain aspects of the Product may require asset to DPS’s Terms of Service available at: https://reaperactual.com/privacy-policy (the “Terms of Service”). To the extent there is a conflict between this Agreement and the Terms of Service, the Terms of Service will control unless the terms expressly state otherwise. IF YOU DO NOT AGREE TO THE PRIVACY POLICY OR TERMS OF USE, PLEASE DO NOT DOWNLOAD, INSTALL OR OTHERWISE ACCESS OR USE THE PRODUCT.
1. Limited License. Subject to your strict compliance with this Agreement, DPS grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, use, and/or play the Product on a personal computer, game console, smartphone, tablet or other wireless device, or other Internet enabled device (as applicable) (each, a “Device”) solely for your own use of the Product. The Product is licensed, not sold, to you. The foregoing limited license: (a) does not give you any ownership of, or any other intellectual property interest in, the Product, and (b) may be immediately suspended or terminated for any reason, in DPS’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of the Product, including any additional content, Digital Assets (as defined below) or third party features, which may be subject to the Terms of Service or other additional terms provided or otherwise made available to you. All rights not expressly granted to you are reserved by DPS and its licensors and other third parties. ANY UNAUTHORIZED USE OF THE PRODUCT FOR ANY PURPOSE IS STRICTLY PROHIBITED.
2. Restrictions. You agree that you will not: (a) reverse engineer, decompile, disassemble, reverse assemble, or modify any Product source or object code or any software or other products, services, or processes accessible through any portion of the Product (e.g., any exploit, cheat, hack, script, bot, unauthorized mod, etc.); (b) engage in any activity that interferes with a user’s access to the Product or the proper operation of the Product, or otherwise causes harm to the Product, DPS, or other users of the Product; (c) engage in any activities through or in connection with the Product that seek to, attempt to or do harm to any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to DPS; (d) interfere with or circumvent any security feature of the Product or any feature that restricts or enforces limitations on use of or access to the Product; (e) attempt to gain unauthorized access to the Product, other computer systems or networks connected to the Product, through password mining or any other means; (f): (i) use false or deceptive identities, names or accounts; (ii) deploy or otherwise use bots, malware, viruses or scrapers; (iii) engage in any activities that are designed to defraud or game DPS or third parties; or (iv) deploy, or permit any third party to deploy, any technology on, or in connection with, DPS or DPS branded sites, systems or services that can enable the tracking of site or service activities or users, except with DPS’s prior express written approval; (g) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Product, including email addresses, without the express consent of such users); (h) use the Product for any political purpose; (i) use the Product to train, manipulate, service or otherwise engage with machine learning or any other artificial intelligence algorithm; (j) exploit the Product commercially; (k) make copies of the Product; (l) sell, rent, lease, license, distribute or otherwise transfer the Product; (m) remove, disable, or circumvent any proprietary notices or labels contained on or within the Product; or (n) otherwise violate this Agreement, Privacy Policy or the Terms of Service.
3. Ownership. The Product (including past, present, and future versions; all text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, technology, software, interactive features, the “look and feel” of the Product, and the compilation, assembly, and arrangement of the materials of the Product and any and all copyrightable material) is owned or controlled by DPS, our licensors and/or certain other third parties. All right, title, and interest in and to such Product is the property of DPS or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. DPS owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Product. This Agreement includes only narrow, limited license to use and access the Product. No other right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.
4. Rights of Others. When using the Product, you must respect the intellectual property and other rights of DPS and other third parties. Your unauthorized use of the Product and any third party content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Product, then please see Section 6 of the Terms of Service.
5. Consent to Monitor; Moderation Tools. The Product may monitor your Device for unauthorized programs or processes prohibited by Section 2 above. In the event that the Product detects the signatures of unauthorized activity or programs, (a) the Product may communicate information back to DPS about the unauthorized activity, including without limitation your account name, details about the unauthorized activity detected, and the time and date; and/or (b) DPS may exercise any or all of its rights under this Agreement, with or without prior notice to the user. By accepting this Agreement, you are hereby authorizing DPS to access your Device for these purposes. The Product may employ moderation and filtering systems, such as automated word filters and content or symbol-recognition software, which are intended to prevent or cease violations of this Agreement or the Terms of Service. The features and tools described herein may incorporate third-party algorithms, artificial intelligence, machine learning, or other automated systems to help us accomplish the purposes described herein at the scale and scope needed to effectively maintain the Product for our users. Moderation and filtering systems may vary across different Products, including based on the content, age rating, or target audience of a particular Product.
6. Availability; Connectivity. Except as otherwise set forth herein and/or as otherwise required by applicable law, DPS does not guarantee that the availability of the Product at all times. The Product may not be available in all languages or in all countries. We do not guarantee that we will indefinitely support the version of the Device (or operating system) for which you licensed, obtained, or purchased any part of the Product. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Product and you will be responsible for all charges related to them.
7. Updates to this Agreement. This Agreement (or if applicable, any additional terms), in the form posted at the time of your use of the applicable Product, or other services, to which it applies, shall govern such use (including transactions entered during such use). AS OUR PRODUCT EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE PRODUCT MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE PRODUCT UNDER THIS AGREEMENT FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE PRODUCT YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE AGREEMENT (OR IF APPLICABLE, ANY ADDITIONAL TERMS) AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE PRODUCT (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE PRODUCT AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted Agreement and any applicable additional terms, including the Terms of Service, each time you use the Product (at least prior to each transaction or submission). The Agreement (and any applicable additional terms) that applied when you previously used the Product will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and the email you associated with your account for notices, and you agree that the means set forth in this Agreement are all reasonable manners of providing you with notice. You can reject any new, revised or additional terms of this Agreement by discontinuing use of the Product and related services.
8. Termination. The license granted under this Agreement is effective until terminated by you or DPS. Upon termination of the license, you shall cease all use of the Product and you acknowledge and agree that, to the fullest extent permitted by applicable law, you shall immediately uninstall or remove any access to the Product. In the event of a suspension or termination, you will no longer have access to the Product.
9. No Warranty. YOUR ACCESS TO AND USE OF THE PRODUCT IS AT YOUR SOLE RISK. THE PRODUCT IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, DPS, its parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “DPS Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to: (a) the Product; (b) the functions, features, or any other elements on, or made accessible through, the Product; (c) any products, services, developer code or instructions offered or referenced at or linked through the Product; (d) security associated with the transmission of any information or data transmitted to DPS via the Product; (e) whether the Product or the servers that make the Product available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device); (f) whether the information (including any instructions) on the Product is accurate, complete, correct, adequate, useful, timely, or reliable; (g) whether any defects to, or errors on, the Product will be repaired or corrected; (h) whether your access to the Product will be uninterrupted; (i) whether the Product will be available at any particular time or location; and (j) whether your use of the Product is lawful in any particular jurisdiction. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A DPS PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE DPS PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
10. Indemnity. You agree to, and you hereby, defend, indemnify, and hold DPS Parties (as defined below) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any DPS Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your use of the Product, including your activities in connection with the Product; (ii) your breach or alleged breach of this Agreement or the Terms of Service; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Product or your activities in connection with the Product; (iv) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) DPS Parties’ use of the information or content that you create through the Product or submit to us (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by DPS Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, DPS Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. DPS Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a DPS Party.
11. Limitation of Liability. TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY DPS PARTY BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (a) the Product; (b) your use of or inability to use the Product, or the performance of the Product; (c) any action taken in connection with an investigation by DPS Parties or law enforcement authorities regarding your access to or use of the Product; (d) any action taken in connection with copyright or other intellectual property owners or other rights owners; (e) any injury or damages you sustain directly or indirectly as a result of your use of the Product; (f) any errors or omissions in the Product’s technical operation; (g) the loss or damage to in-game items, including characters, accounts, statistics, inventories, virtual goods, or user profile information; or (h) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if DPS Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Product). Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DPS PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE PRODUCT AND YOUR RIGHTS UNDER THIS AGREEMENT, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID DPS TO ACCESS THE PRODUCT OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.
12. Dispute Resolution. Certain portions of this Section 12 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and DPS agree that we intend that this Section 12 satisfies the “writing” requirement of the Federal Arbitration Act.
a. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Product or this Agreement, whether heretofore or hereafter arising (collectively, a “Dispute”), or to any of DPS’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 12(d), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 12(a). Your notice to us must be sent via email to legal@dps.gg. For a period of sixty (60) days from the date of receipt of notice from the other party, DPS and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or DPS to resolve the Dispute or Excluded Dispute on terms with respect to which you and DPS, in each of our sole discretion, are not comfortable.
b. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 12(a) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND DPS (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT—INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY OTHER PRODUCT OR SERVICE PURCHASED THROUGH THE PRODUCT OR ADVERTISING AVAILABLE ON OR THROUGH THE PRODUCT. For U.S. residents, the Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between DPS and you regarding this Agreement and the Product, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. DPS and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 12(h) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and DPS regarding this Agreement and the Product, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.
Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Products Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of DPS consent to in writing. If an in-person arbitration hearing is required and you are a U.S. resident, then it will be conducted in San Diego, California. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require DPS to pay a greater portion or all of such fees and costs in order for this Section 12 to be enforceable, then DPS will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by this Agreement, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of this Agreement or the Product. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.
c. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 12(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (i) by delivery of written notice as set forth above in Section 12(a); (ii) filing for arbitration as set forth in Section 12(b); or (iii) filing an action in state, Federal or provincial court.
d. Injunctive Relief. The foregoing provisions of this Section 12 will not apply to any legal action taken by DPS to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Product and/or DPS’s intellectual property rights (including such DPS may claim that may be in dispute), DPS’s operations, and/or DPS’s products or services.
e. No Class Action Matters. YOU AND DPS 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 OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 12(b) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 12(f). Notwithstanding any other provision of this Section 12, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
f. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in San Diego County, California. Accordingly, you and DPS consent to the exclusive personal jurisdiction and venue of such courts for such matters.
g. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.
h. Right to Opt Out. You have the right to opt-out the arbitration agreement and/or class action waiver provisions in this Section 12 by sending written notice of your decision to opt-out to the following email address: legal@dps.gg, using the subject line “Arbitration Opt-Out.” The notice must be sent within thirty (30) days of purchasing the Product (or if no purchase was made, then within thirty (30) days of the date on which you first access or use the Product and agree to this Agreement); otherwise you shall be bound to arbitrate disputes in accordance with the terms of this Section 12. In order to be valid, the opt-out notice must include: (i) your name and mailing address; (ii) the registered email, your account name, and your user ID number (if any) that you use in connection with the Product; and (iii) a clear statement that you do not agree to the arbitration agreement and/or class action waiver provisions. If you opt-out of these arbitration provisions, DPS also will not be bound by them.
i. Governing Law. This Agreement will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of California, without regard to its conflicts of law provisions.
13. General Provisions.
a. DPS’s Consent or Approval. As to any provision in this Agreement that grant DPS a right of consent or approval, or permits DPS to exercise a right in its “sole discretion,” DPS may exercise that right in its sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by DPS without being in writing and signed by an officer of DPS.
b. Operation of Product; Availability of Products and Products; International Issues. The Product is operated in the United States, and is primarily intended for users located in the U.S. DPS makes no representation that the Product is appropriate or available for use beyond the U.S. If you use the Product from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. We reserve the right to limit the availability of the Product and/or the provision of any program, product, service, or other feature described or available on the Product to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to the Terms of the Convention on Contracts for the International Sale of Goods.
c. Severability; Interpretation. If any provision of this Agreement is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from this Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in this Agreement, the word will be deemed to mean “including, without limitation”. The summaries of provisions and section headings are provided for convenience only and shall not limit the full terms of this Agreement.
d. Communications. As permitted by applicable law, when you communicate with us electronically, such as via email and text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
e. Investigations; Cooperation with Law Enforcement; Termination; Survival. DPS reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Product security or its information technology or other systems or networks, (ii) investigate any suspected breaches of this Agreement, (iii) investigate any information obtained by DPS in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of this Agreement, and (vi) discontinue the Product, in whole or in part, or, except as may be expressly set forth in any additional terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to DPS under this Agreement. Upon suspension or termination of your access to the Product, or upon notice from DPS, all rights granted to you under this Agreement will cease immediately, and you agree that you will immediately discontinue use of the Product. The provisions of this Agreement, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to DPS in this Agreement, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
f. Assignment. DPS may assign its rights and obligations under this Agreement, in whole or in part, to any party at any time without any notice. This Agreement may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of DPS.
g. No Waiver. Except as expressly set forth in this Agreement: (i) no failure or delay by you or DPS in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of this Agreement will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict DPS’s right to amend this Agreement as otherwise permitted in those agreements.
Last Updated: October 8, 2025.
PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE PRODUCT. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE PRODUCT. BY DOWNLOADING, INSTALLING OR OTHERWISE ACCESSING OR USING THE PRODUCT, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT DOWNLOAD, INSTALL OR OTHERWISE ACCESS OR USE THE PRODUCT.
THIS AGREEMENT MAY REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US ON AN INDIVIDUAL BASIS ONLY, AND BY USING THE PRODUCT AND ENTERING INTO THIS AGREEMENT, YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN ANY COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT (INCLUDING AS A CLASS REPRESENTATIVE OR MEMBER OF ANY PUTATIVE CLASS).
This Agreement governs your use of this videogame and its associated software, upgrades, patches, updates and related services (the “Product”), which are made available by Distinct Possibility Studios, Inc. (“DPS”, “we”, “our” or “us”). The Product is designed for and directed at people 18 years of age or older. By accepting the terms of this Agreement and by downloading, installing or otherwise accessing or using the Product, you represent and warrant that you are over the age of 18, you have reached the age of majority where you are located or your parent or legal guardian has accepted and agreed to this Agreement on your behalf. By using the Product, you acknowledge and agree to be bound by (a) DPS’s Privacy Policy available at: https://www.reaperactual.com/privacy-policy (the “Privacy Policy”) and consent to the collection and use of your data in accordance with our Privacy Policy. Certain aspects of the Product may require asset to DPS’s Terms of Service available at: https://reaperactual.com/privacy-policy (the “Terms of Service”). To the extent there is a conflict between this Agreement and the Terms of Service, the Terms of Service will control unless the terms expressly state otherwise. IF YOU DO NOT AGREE TO THE PRIVACY POLICY OR TERMS OF USE, PLEASE DO NOT DOWNLOAD, INSTALL OR OTHERWISE ACCESS OR USE THE PRODUCT.
1. Limited License. Subject to your strict compliance with this Agreement, DPS grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, use, and/or play the Product on a personal computer, game console, smartphone, tablet or other wireless device, or other Internet enabled device (as applicable) (each, a “Device”) solely for your own use of the Product. The Product is licensed, not sold, to you. The foregoing limited license: (a) does not give you any ownership of, or any other intellectual property interest in, the Product, and (b) may be immediately suspended or terminated for any reason, in DPS’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of the Product, including any additional content, Digital Assets (as defined below) or third party features, which may be subject to the Terms of Service or other additional terms provided or otherwise made available to you. All rights not expressly granted to you are reserved by DPS and its licensors and other third parties. ANY UNAUTHORIZED USE OF THE PRODUCT FOR ANY PURPOSE IS STRICTLY PROHIBITED.
2. Restrictions. You agree that you will not: (a) reverse engineer, decompile, disassemble, reverse assemble, or modify any Product source or object code or any software or other products, services, or processes accessible through any portion of the Product (e.g., any exploit, cheat, hack, script, bot, unauthorized mod, etc.); (b) engage in any activity that interferes with a user’s access to the Product or the proper operation of the Product, or otherwise causes harm to the Product, DPS, or other users of the Product; (c) engage in any activities through or in connection with the Product that seek to, attempt to or do harm to any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to DPS; (d) interfere with or circumvent any security feature of the Product or any feature that restricts or enforces limitations on use of or access to the Product; (e) attempt to gain unauthorized access to the Product, other computer systems or networks connected to the Product, through password mining or any other means; (f): (i) use false or deceptive identities, names or accounts; (ii) deploy or otherwise use bots, malware, viruses or scrapers; (iii) engage in any activities that are designed to defraud or game DPS or third parties; or (iv) deploy, or permit any third party to deploy, any technology on, or in connection with, DPS or DPS branded sites, systems or services that can enable the tracking of site or service activities or users, except with DPS’s prior express written approval; (g) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Product, including email addresses, without the express consent of such users); (h) use the Product for any political purpose; (i) use the Product to train, manipulate, service or otherwise engage with machine learning or any other artificial intelligence algorithm; (j) exploit the Product commercially; (k) make copies of the Product; (l) sell, rent, lease, license, distribute or otherwise transfer the Product; (m) remove, disable, or circumvent any proprietary notices or labels contained on or within the Product; or (n) otherwise violate this Agreement, Privacy Policy or the Terms of Service.
3. Ownership. The Product (including past, present, and future versions; all text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, technology, software, interactive features, the “look and feel” of the Product, and the compilation, assembly, and arrangement of the materials of the Product and any and all copyrightable material) is owned or controlled by DPS, our licensors and/or certain other third parties. All right, title, and interest in and to such Product is the property of DPS or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. DPS owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Product. This Agreement includes only narrow, limited license to use and access the Product. No other right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.
4. Rights of Others. When using the Product, you must respect the intellectual property and other rights of DPS and other third parties. Your unauthorized use of the Product and any third party content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Product, then please see Section 6 of the Terms of Service.
5. Consent to Monitor; Moderation Tools. The Product may monitor your Device for unauthorized programs or processes prohibited by Section 2 above. In the event that the Product detects the signatures of unauthorized activity or programs, (a) the Product may communicate information back to DPS about the unauthorized activity, including without limitation your account name, details about the unauthorized activity detected, and the time and date; and/or (b) DPS may exercise any or all of its rights under this Agreement, with or without prior notice to the user. By accepting this Agreement, you are hereby authorizing DPS to access your Device for these purposes. The Product may employ moderation and filtering systems, such as automated word filters and content or symbol-recognition software, which are intended to prevent or cease violations of this Agreement or the Terms of Service. The features and tools described herein may incorporate third-party algorithms, artificial intelligence, machine learning, or other automated systems to help us accomplish the purposes described herein at the scale and scope needed to effectively maintain the Product for our users. Moderation and filtering systems may vary across different Products, including based on the content, age rating, or target audience of a particular Product.
6. Availability; Connectivity. Except as otherwise set forth herein and/or as otherwise required by applicable law, DPS does not guarantee that the availability of the Product at all times. The Product may not be available in all languages or in all countries. We do not guarantee that we will indefinitely support the version of the Device (or operating system) for which you licensed, obtained, or purchased any part of the Product. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Product and you will be responsible for all charges related to them.
7. Updates to this Agreement. This Agreement (or if applicable, any additional terms), in the form posted at the time of your use of the applicable Product, or other services, to which it applies, shall govern such use (including transactions entered during such use). AS OUR PRODUCT EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE PRODUCT MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE PRODUCT UNDER THIS AGREEMENT FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE PRODUCT YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE AGREEMENT (OR IF APPLICABLE, ANY ADDITIONAL TERMS) AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE PRODUCT (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE PRODUCT AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted Agreement and any applicable additional terms, including the Terms of Service, each time you use the Product (at least prior to each transaction or submission). The Agreement (and any applicable additional terms) that applied when you previously used the Product will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and the email you associated with your account for notices, and you agree that the means set forth in this Agreement are all reasonable manners of providing you with notice. You can reject any new, revised or additional terms of this Agreement by discontinuing use of the Product and related services.
8. Termination. The license granted under this Agreement is effective until terminated by you or DPS. Upon termination of the license, you shall cease all use of the Product and you acknowledge and agree that, to the fullest extent permitted by applicable law, you shall immediately uninstall or remove any access to the Product. In the event of a suspension or termination, you will no longer have access to the Product.
9. No Warranty. YOUR ACCESS TO AND USE OF THE PRODUCT IS AT YOUR SOLE RISK. THE PRODUCT IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, DPS, its parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “DPS Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to: (a) the Product; (b) the functions, features, or any other elements on, or made accessible through, the Product; (c) any products, services, developer code or instructions offered or referenced at or linked through the Product; (d) security associated with the transmission of any information or data transmitted to DPS via the Product; (e) whether the Product or the servers that make the Product available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device); (f) whether the information (including any instructions) on the Product is accurate, complete, correct, adequate, useful, timely, or reliable; (g) whether any defects to, or errors on, the Product will be repaired or corrected; (h) whether your access to the Product will be uninterrupted; (i) whether the Product will be available at any particular time or location; and (j) whether your use of the Product is lawful in any particular jurisdiction. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A DPS PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE DPS PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
10. Indemnity. You agree to, and you hereby, defend, indemnify, and hold DPS Parties (as defined below) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any DPS Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your use of the Product, including your activities in connection with the Product; (ii) your breach or alleged breach of this Agreement or the Terms of Service; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Product or your activities in connection with the Product; (iv) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) DPS Parties’ use of the information or content that you create through the Product or submit to us (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by DPS Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, DPS Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. DPS Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a DPS Party.
11. Limitation of Liability. TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY DPS PARTY BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (a) the Product; (b) your use of or inability to use the Product, or the performance of the Product; (c) any action taken in connection with an investigation by DPS Parties or law enforcement authorities regarding your access to or use of the Product; (d) any action taken in connection with copyright or other intellectual property owners or other rights owners; (e) any injury or damages you sustain directly or indirectly as a result of your use of the Product; (f) any errors or omissions in the Product’s technical operation; (g) the loss or damage to in-game items, including characters, accounts, statistics, inventories, virtual goods, or user profile information; or (h) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if DPS Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Product). Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DPS PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE PRODUCT AND YOUR RIGHTS UNDER THIS AGREEMENT, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID DPS TO ACCESS THE PRODUCT OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.
12. Dispute Resolution. Certain portions of this Section 12 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and DPS agree that we intend that this Section 12 satisfies the “writing” requirement of the Federal Arbitration Act.
a. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Product or this Agreement, whether heretofore or hereafter arising (collectively, a “Dispute”), or to any of DPS’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 12(d), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 12(a). Your notice to us must be sent via email to legal@dps.gg. For a period of sixty (60) days from the date of receipt of notice from the other party, DPS and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or DPS to resolve the Dispute or Excluded Dispute on terms with respect to which you and DPS, in each of our sole discretion, are not comfortable.
b. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 12(a) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND DPS (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT—INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY OTHER PRODUCT OR SERVICE PURCHASED THROUGH THE PRODUCT OR ADVERTISING AVAILABLE ON OR THROUGH THE PRODUCT. For U.S. residents, the Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between DPS and you regarding this Agreement and the Product, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. DPS and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 12(h) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and DPS regarding this Agreement and the Product, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.
Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Products Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of DPS consent to in writing. If an in-person arbitration hearing is required and you are a U.S. resident, then it will be conducted in San Diego, California. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require DPS to pay a greater portion or all of such fees and costs in order for this Section 12 to be enforceable, then DPS will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by this Agreement, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of this Agreement or the Product. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.
c. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 12(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (i) by delivery of written notice as set forth above in Section 12(a); (ii) filing for arbitration as set forth in Section 12(b); or (iii) filing an action in state, Federal or provincial court.
d. Injunctive Relief. The foregoing provisions of this Section 12 will not apply to any legal action taken by DPS to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Product and/or DPS’s intellectual property rights (including such DPS may claim that may be in dispute), DPS’s operations, and/or DPS’s products or services.
e. No Class Action Matters. YOU AND DPS 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 OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 12(b) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 12(f). Notwithstanding any other provision of this Section 12, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
f. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in San Diego County, California. Accordingly, you and DPS consent to the exclusive personal jurisdiction and venue of such courts for such matters.
g. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.
h. Right to Opt Out. You have the right to opt-out the arbitration agreement and/or class action waiver provisions in this Section 12 by sending written notice of your decision to opt-out to the following email address: legal@dps.gg, using the subject line “Arbitration Opt-Out.” The notice must be sent within thirty (30) days of purchasing the Product (or if no purchase was made, then within thirty (30) days of the date on which you first access or use the Product and agree to this Agreement); otherwise you shall be bound to arbitrate disputes in accordance with the terms of this Section 12. In order to be valid, the opt-out notice must include: (i) your name and mailing address; (ii) the registered email, your account name, and your user ID number (if any) that you use in connection with the Product; and (iii) a clear statement that you do not agree to the arbitration agreement and/or class action waiver provisions. If you opt-out of these arbitration provisions, DPS also will not be bound by them.
i. Governing Law. This Agreement will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of California, without regard to its conflicts of law provisions.
13. General Provisions.
a. DPS’s Consent or Approval. As to any provision in this Agreement that grant DPS a right of consent or approval, or permits DPS to exercise a right in its “sole discretion,” DPS may exercise that right in its sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by DPS without being in writing and signed by an officer of DPS.
b. Operation of Product; Availability of Products and Products; International Issues. The Product is operated in the United States, and is primarily intended for users located in the U.S. DPS makes no representation that the Product is appropriate or available for use beyond the U.S. If you use the Product from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. We reserve the right to limit the availability of the Product and/or the provision of any program, product, service, or other feature described or available on the Product to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to the Terms of the Convention on Contracts for the International Sale of Goods.
c. Severability; Interpretation. If any provision of this Agreement is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from this Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in this Agreement, the word will be deemed to mean “including, without limitation”. The summaries of provisions and section headings are provided for convenience only and shall not limit the full terms of this Agreement.
d. Communications. As permitted by applicable law, when you communicate with us electronically, such as via email and text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
e. Investigations; Cooperation with Law Enforcement; Termination; Survival. DPS reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Product security or its information technology or other systems or networks, (ii) investigate any suspected breaches of this Agreement, (iii) investigate any information obtained by DPS in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of this Agreement, and (vi) discontinue the Product, in whole or in part, or, except as may be expressly set forth in any additional terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to DPS under this Agreement. Upon suspension or termination of your access to the Product, or upon notice from DPS, all rights granted to you under this Agreement will cease immediately, and you agree that you will immediately discontinue use of the Product. The provisions of this Agreement, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to DPS in this Agreement, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
f. Assignment. DPS may assign its rights and obligations under this Agreement, in whole or in part, to any party at any time without any notice. This Agreement may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of DPS.
g. No Waiver. Except as expressly set forth in this Agreement: (i) no failure or delay by you or DPS in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of this Agreement will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict DPS’s right to amend this Agreement as otherwise permitted in those agreements.