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GRIT -- END USER LICENSE AGREEMENT
Last Updated: March 2021
Thank you for choosing to play GRIT! Please read this End User License Agreement (the “Agreement”) carefully before you access, use, play, or install GRIT. This Agreement is a legally binding agreement you and Team Grit, LLC and its affiliates (collectively, “Team Grit” or “us” or we” or “our”), and it governs the use of the game known as GRIT (the “Game”). Unless otherwise defined in the body of this Agreement, any capitalized terms used in this Agreement are defined in the “Definitions” section below.
BY ACCESSING, DOWNLOADING, OR USING THE GAME, OR BY OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT (I.E., BY CLICKING “I AGREE” OR CREATING A PLAYER ACCOUNT), YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS, PLAY, USE, OR DOWNLOAD THE GAME.
Please note that your use of the Game is also subject to the terms and conditions set forth in the Steam Subscriber Agreement and/or any other terms set forth by Valve Corporation in relation to the Steam service.
THIS AGREEMENT CONTAINS A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION. THIS PROVISION AFFECTS HOW DISPUTES BETWEEN YOU AND TEAM GRIT ARE RESOLVED. IF YOU ACCEPT THIS AGREEMENT, YOU AND TEAM GRIT AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION, AND TEAM GRIT AGREES TO PAY YOUR ARBITRATION COSTS FOR ALL DISPUTES OF UP TO $5,000 THAT ARE MADE IN GOOD FAITH. YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THIS WAIVER.
TO ENTER INTO THIS AGREEMENT, YOU MUST BE AN ADULT OF THE LEGAL AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING THE GAME, INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS TO YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, UNDERSTAND AND ACCEPT THIS AGREEMENT (INCLUDING ITS DISPUTE RESOLUTION TERMS). IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY, YOUR PARENT OR LEGAL GUARDIAN MUST CONSENT TO THIS AGREEMENT.
This Agreement also is subject to our Privacy Policy, which describes how we collect and use information and data, as well as our Terms of Use which describes rules for playing Grit. Please review these policies before playing the Game.
1. License
Subject to your compliance with this Agreement, we grant you a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to access, use, and play (and in certain cases, install) the Game on compatible devices you own or control for your personal entertainment use (the “License”). This License becomes effective on the date you accept this Agreement. The Game is licensed, not sold, to you under the License. The License does not grant you any title or ownership in the Game.
2. Restrictions on Use
We are so honored that you have chosen to play the Game. In order to ensure a safe and stable gaming environment for all players, we must impose some reasonable restrictions on the License and how you play the Game. You may not do or attempt to do any of the following with respect to the Game or any of its parts: (a) use it commercially or for a promotional purpose except as we expressly authorize; (b) copy, reproduce, distribute, display, or use it in a way that is not expressly authorized in this Agreement; (c) sell, rent, lease, license, distribute, or otherwise transfer it; (d) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on it; (e) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in it; (f) create, develop, distribute, or use any unauthorized software programs to gain advantage in any online or other game modes; (g) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; (h) use, export, or re-export it in violation of any applicable law or regulation; or (i) behave in a manner which is detrimental to the enjoyment of the Game by other users as intended by Team Grit, in our sole judgment, including but not limited to the following – harassment, use of abusive or offensive language, game abandonment, game sabotage, spamming, social engineering, scamming, running or using methods which are not authorized by Team Grit and which interfere with the outcome and/or the course of the Game by giving you and/or another user an advantage over other players who do not use such methods, or making or otherwise contributing to such unauthorized software.
3. User Content
We may provide features through the Game or the Services that allow you to create, develop, modify, or contribute Content (“User Content”) and to upload, publish, or otherwise make available User Content to some or all users of the Services. These features may also allow you to interact with, manipulate, and change User Content in whole or in part. We may, in our sole discretion, modify, limit, or discontinue certain features of the Service without notice or liability to you.
“User Content” includes without limitation characters, weapons, customizations, dialogue, replays, modes, gameplay, experiences, interactive features, and screenshots, music, sounds, sound recordings (and the musical works embodied therein) audiovisual combinations, musical works, animations, and other types of works (standalone or in combination).
Subject to the rights and licenses you grant in this Agreement, you retain whatever rights that you may have in your User Content. Your rights in User Content only extend to the new, original content you create as part of your User Content and does not extend to or grant any rights to the Services, Game, Content created or made available by third-parties, or Content made available by us through the Game or Services.
License to Team Grit. If you make or have made available any User Content in the Services, You give Team Grit permission to host, copy, import, store, modify, adapt, display, publicly perform (including by means of digital audio transmissions), reproduce (and make mechanical reproductions of musical works embodied in sound recordings ), create derivative works of (including synchronize to visual images), publicly display, transfer, sublicense, and distribute (collectively “Use”) that User Content, in whole or in part, including for commercial publicity and marketing purposes, in any country. This permission is perpetual and irrevocable and applies to any media, platform, or channel in connection with the Game and Services.
You understand that you are not entitled to receive any compensation, fees, consideration, or other remuneration in connection with your User Content for any reason, including our exercise of the rights you grant to Team Grit in this Section and that Team Grit is not obligated to exercise the rights you grant.
We do not allow any intellectual property infringement activities through the Game or the Services. You may not and agree not to create, generate, or make available through the Game or the Services any User Content to which you do not have the right to grant us such license in all of the elements of the User Content.
If you do choose to create, generate, or make available your User Content through the Game or Services, you are solely responsible for your User Content and represent and warrant that:
a. you are the creator and owner of, and have all the necessary licenses and rights to use and authorize Team Grit to exploit the license granted above;
b. your User Content, and Team Grit’s use of the User Content as contemplated under this Agreement, will not infringe or violate any third-party rights, including copyright, trademark, patent, trade secret, moral rights, or the rights of privacy or publicity;
c. TeamGritdoesnotneedtoobtainanyfurtherlicenses,provideattribution,orpayroyaltiesor other compensation to any third parties; and
d. Team Grit’s use of your User Content will not violate any third-party contract or cause Team Grit to violate any applicable laws or regulations.
You are responsible for your User Content, so please don’t make objectionable content available on or through the Services. If you do, we may have to take it down. We may, but are under no obligation, to edit or control any User Content you or others make available through the Game or the Services. We may at any time screen, remove, delete, edit, block, or refuse to publish User Content that violates this Agreement or is otherwise objectionable as determined in Team Grit’s sole discretion and without prior notice or any liability to you or any third party. If you provide User Content, You may only use the tools that Team Grit provides through the normal functionality of the Service to remove or modify that specific type of User Content.
You understand that you may be exposed to User Content from a variety of sources when using the Game or the Services and acknowledge that User Content may be inaccurate, offensive, indecent, or otherwise objectionable. You agree that Team Grit shall not be responsible or liable for your or others’ User Content.
To the fullest extent permitted by law, You waive and agree to waive all rights of authorship, paternity, attribution, integrity, disclosure, withdrawal, and any other rights that are known or referred to as “moral rights”, “artist’s rights”, “droit moral”, or other similar rights, recognized under any legal or equitable theory of any country or under any treaty, regardless of whether that right is referred to as a “moral right” (collectively “Moral Rights”) in and to your User Content. You further knowingly and irrevocably agree to not exercise any Moral Rights in and to your User Content that You have not waived in any manner that interferes with any exercise of granted rights. You waive and agree not to assert your Moral Rights even if your User Content is altered or changed in a manner not agreeable to you.
4. Feedback
If you provide Team Grit with any Feedback, you hereby grant Team Grit a non-exclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit any and all Feedback for any purposes, for all current and future methods and forms of exploitation. “Feedback” means suggestions, comments, ideas, and all other types of information, including software and code, that you provide, publish, or otherwise communicate directly or indirectly (including your employees, agents, contractors, or representatives) to Team Grit or its agents that relates to the Services or Game. If any such rights may not be licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert any such rights. You understand and agree that Team Grit is not required to make any use of any Feedback that you provide. You agree that if Team Grit makes use of your Feedback, Team Grit is not required to credit or compensate you for your contribution. You represent and warrant that you have sufficient rights in any Feedback that you provide to Team Grit to grant Team Grit and other affected parties the rights described above. This includes but is not limited to intellectual-property rights and other proprietary or personal rights.
5. Intellectual Property Rights
We and our licensors own all title, ownership rights, and intellectual property rights in the Game and Services. Features may be made available to you via the Game and Services that provide prefabricated templates or in-game items to use in connection with your User Content, however your use of a template does not give you any copyrights or other ownership in the template. Team Grit and GRIT and their respective logos, are trademarks or registered trademarks of Team Grit and its affiliates in the United States of America and elsewhere. All rights granted to you under this Agreement are granted by express license only and not by sale. No license or other rights shall be created hereunder by implication, estoppel, or otherwise.
The Game may include certain components provided by Team Grit’s licensors. If so, a list of credits and notices for third party components may be found in the game interface.
6. Updates to the Game
We may provide patches, updates, or upgrades to the Game that must be installed in order for you to continue to use the Game or Services. We may update the Game remotely without notifying you, and you hereby consent to us applying patches, updates, and upgrades. We may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Game or Services at any time. You acknowledge that your use of the Game or Services does not confer on you any interest, monetary or otherwise, in any aspect or feature of the Game or Services, including but not limited to (where applicable) any in-game rewards, trophies, achievements, character levels, or Content. You also acknowledge that any character data, game progress, game customization or other data related to your use of the Game or Services may cease to be available to you at any time without notice from us, including without limitation after a patch, update, or upgrade is applied by us. We do not have any maintenance or support obligations with respect to the Game or Services.
7. Disclaimers
Nothing in this Agreement will prejudice the statutory rights that you may have as a consumer of the Game or Services. Some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this section, so the below terms may not fully apply to you. Instead, in such jurisdictions, the exclusions and limitations below shall apply only to the extent permitted by the laws of such jurisdictions.
The Game and Services are provided on an “as is” and “as available” basis, “with all faults” and without warranty of any kind. Team Grit, its licensors, and its and their affiliates disclaim all warranties, conditions, common law duties, and representations (express, implied, oral, and written) with respect to the Game and Services, including without limitation all express, implied, and statutory warranties and conditions of any kind, such as title, non-interference with your enjoyment, authority, non-infringement, merchantability, fitness or suitability for any purpose (whether or not Team Grit knows or has reason to know of any such purpose), system integration, accuracy or completeness, results, reasonable care, workmanlike effort, lack of negligence, and lack of viruses, whether alleged to arise under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, Team Grit, its licensors, and its and their affiliates make no warranty that (1) the Game or Services will operate properly, (2) that the Game or Services will meet your requirements, (3) that the operation of the Game or Services will be uninterrupted, bug free, or error free in any or all circumstances, or (4) that any defects in the Game or Services can or will be corrected. Team Grit, its licensors, and its and their affiliates do not guarantee continuous, error-free, virus-free, or secure operation of or access to the Game or Services. This paragraph will apply to the maximum extent permitted by applicable law.
8. Limitation of Liability
To the maximum extent permitted by applicable law, neither Team Grit, nor its licensors, nor its or their affiliates, nor any of Team Grit’s service providers (collectively, the “Team Grit Parties”), shall be liable in any way for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, arising out of or in connection with this Agreement or the Game or Services, or the delay or inability to use or lack of functionality of the Game or Services, even in the event of an Team Grit Party’s fault, tort (including negligence), strict liability, indemnity, product liability, breach of contract, breach of warranty, or otherwise and even if an Team Grit Party has been advised of the possibility of such damages. Further, to the maximum extent permitted by applicable law, the aggregate liability of the Team Grit Parties arising out of or in connection with this Agreement or the Game or Services will not exceed the total amounts you have paid (if any) to Team Grit for the Game during the twelve (12) months immediately preceding the events giving rise to such liability. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.
9. Indemnity
This section only applies to the extent permitted by applicable law. If you are prohibited by law from entering into the indemnification obligation below, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation below.
You agree to indemnify, pay the defense costs of, and hold Team Grit, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement or negligence by you, (b) any act or omission by you in using the Game or Services, or (c) any claim of infringement or violation of any third-party intellectual property rights arising from Team Grit’s use of your User Content or Feedback as provided under this Agreement. You agree to reimburse Team Grit on demand for any defense costs incurred by Team Grit and any payments made or loss suffered by Team Grit, whether in a court judgment or settlement, based on any matter covered by this Section 9.
10. Termination
Without limiting any other rights of Team Grit, this Agreement will terminate automatically without notice if you fail to comply with any of its terms and conditions. You may also terminate this Agreement by deleting the Game from all devices on which you’ve installed it. Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must destroy all copies of the Game in your possession.
11. Governing Law and Jurisdiction
This Agreement is entered into in the State of Washington, U.S.A., and shall be governed by, and construed in accordance with, the laws of the State of North Carolina, exclusive of its choice of law rules. For any Disputes deemed not subject to binding individual arbitration, as provided in the section immediately below, you and Team Grit agree to submit to the exclusive jurisdiction of the Superior Court of King County, Washington, or, if federal court jurisdiction exists, the United States District Court for the Western District of Washington. You and Team Grit agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party’s rights to remove a case to federal court if permissible), as well as any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement. This paragraph will be interpreted as broadly as applicable law permits.
12. Binding Individual Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This Section explains how you and we agree to resolve those disputes, including (where applicable) by binding, individual arbitration.
Arbitration is an alternative dispute-resolution procedure that allows us to resolve issues without the formality of going to court. Any dispute between you and Team Grit is submitted to a neutral arbitrator (not a judge or jury) for fair and fast resolution. Arbitration is more efficient for both you and Team Grit.
12.1 Informal Resolution.
If you have an issue that our customer support can’t resolve, prior to starting arbitration you and we agree to attempt to resolve the dispute informally to help get us to a resolution and control costs for both parties. You and Team Grit agree to make a good-faith effort to negotiate any dispute between us for at least 30 days (“Informal Resolution”). Those informal negotiations will start on the day you or Team Grit receive a written Notice of a Dispute in accordance with this Agreement.
You will send your Notice of Dispute to Team Grit LLC, Legal Department, PO Box 5005, Bellevue, WA 98009. Include your name, account name you use while playing GRIT, address, how to contact you, what the problem is, and what you want Team Grit to do. If Team Grit has a dispute with you, Team Grit will send our Notice of Dispute to your registered email address and any billing address you have provided us.
If the dispute isn’t resolved within by Informal Resolution, you or Team Grit may start an arbitration in accordance with this Agreement.
12.2 Binding Individual Arbitration.
THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.
You and Team Grit agree that Disputes will be settled by binding individual arbitration conducted by the Judicial Arbitration Mediation Services, Inc. (“JAMS”) subject to the U.S. Federal Arbitration Act and federal arbitration law and according to the JAMS Streamlined Arbitration Rulesand Procedures effective July 1, 2014 (the “JAMS Rules”) as modified by this Agreement.
This means that you and Team Grit agree to a dispute-resolution process where we submit any Dispute to a neutral arbitrator (not a judge or jury) that makes the final decision to resolve the Dispute. JAMS uses experienced professionals to arbitrate disputes, which helps you and Team Grit resolve any disputes fairly, but more quickly and efficiently than going to court. The arbitrator may award the same remedies to you individually as a court could, but only to the extent required to satisfy your individual claim.
The arbitrator’s decision is final, except for a limited review by courts under the U.S. Federal Arbitration Act, and can enforced like any other court order or judgment.
12.2.1 Disputes We Agree to Arbitrate:
You and Team Grit agree to submit all Disputes between you and Team Grit to individual binding arbitration. “Dispute” means any dispute, claim, or controversy (except those specifically exempted below) between you and Team Grit that relates to your use or attempted use of Team Grit’s products or services and Team Grit’s products and services generally, including without limitation the validity, enforceability, or scope of this Binding Individual Arbitration section.
You and Team Grit agree to arbitrate all Disputes regardless of whether the Dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory.
The Informal Resolution and Arbitration sections do not apply to (1) individual actions in small-claims court; (2) pursuit of enforcement actions through a government agency if the law allows; (3) a complaint or remedy under the EU General Data Protection Regulation; (4) an action to compel or uphold any prior arbitration decision; (5) Team Grit’s right to seek injunctive relief against you in a court of law to preserve the status quo while an arbitration proceeds; (6) claims of piracy, creation, distribution, or promotion of Cheats, and intellectual-property infringement, and (7) the enforceability of the Class Action Waiver clause below.
You and Team Grit agree that whether a dispute is subject to arbitration under this Agreement will be determined by the arbitrator rather than a court.
12.2.2 Arbitration Procedure:
To start an arbitration, review the JAMS Rules and follow the instructions for initiating an arbitration on the JAMS website. The party starting an arbitration must send JAMS a “Demand for Arbitration” (available on its website), pay a filing fee, and mail a copy of the Demand for Arbitration to the opposing party. You will send a copy to Team Grit LLC, PO Box 5005, Bellevue, WA 98009. Team Grit will send our copy to your registered email address and any billing address You have provided us.
The arbitration will be conducted by a single JAMS arbitrator selected with substantial experience in resolving intellectual-property and commercial-contract disputes. You and Team Grit both agree that the arbitration will be conducted in the English language and that the arbitrator will be bound by this Agreement.
If an in-person hearing is required, the hearing will take place either in Seattle, Washington, or where You reside; you choose.
The arbitrator (not a judge or jury) will resolve the Dispute. Unless You and Team Grit agree otherwise, any decision or award will include a written statement stating the decision of each claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.
The arbitrator may only award legal or equitable remedies that are requested by You or Team Grit to satisfy one of our individual claims (that the arbitrator determines are supported by credible relevant evidence). The arbitrator may not award relief against Team Grit respecting any person other than You.
Any decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial acceptance of any award and an order of enforcement.
12.2.3 Arbitration Fees and Location:
If You start the arbitration, you must pay the JAMS filing fee required for consumer arbitrations.
In some situations, Team Grit will help with your fees to (hopefully) get us to a resolution quickly and fairly:
If the Dispute involves $1,000 or less, Team Grit will pay all of the JAMS costs, including the fees you otherwise would have been required to pay.
If the above doesn’t apply to You, but You demonstrate that arbitration costs will be prohibitive compared to litigation costs, Team Grit will pay as much of your JAMS costs as the arbitrator finds is necessary to prevent arbitration from being cost-prohibitive (as compared to the cost of litigation).
The fee assistance offered above is contingent upon You bringing the arbitration claim in “good faith”. If the arbitrator finds You brought an arbitration claim against Team Grit for an improper purpose, frivolously, or without a sufficient pre-claim investigation into the facts or applicable law, then the payment of all fees will be governed by the JAMS rules.
JAMS costs do not include your Attorneys’ fees and costs and Attorneys’ fees and JAMS costs are not counted when determining how much a dispute involves.
12.2.4 Notice and Filing. If a Dispute must be arbitrated, You or Team Grit must start arbitration of the Dispute within two (2) years from when the Dispute first arose. If applicable law requires you to bring a claim for a Dispute sooner than two years after the Dispute first arose, you must start arbitration in that earlier time period. Team Grit encourages You to tell us about a Dispute as soon as possible so we can work to resolve it. The failure to provide timely notice shall bar all claims.
12.2.5 Continuation in Effect. This Binding Individual Arbitration section survives any termination of this Agreement or Team Grit’s provision of services to You.
12.2.6 Future Arbitration Changes. Although Team Grit may revise this Agreement in its discretion, Team Grit does not have the right to alter this agreement to arbitrate or the rules specified herein with respect to any Dispute once that Dispute arises.
12.3 Class Action Waiver.
To the maximum extent permitted by applicable law, You and Team Grit agree to only bring Disputes in an individual capacity and shall not:
seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (e.g., private attorney general actions); or
consolidate or combine individual proceedings or permit an arbitrator to do so without the express consent of all parties to this Agreement and all other actions or arbitrations.
12.4 Severability.
If all or any provision of this Binding Individual Arbitration agreement is found invalid, unenforceable, or illegal, then You and Team Grit agree that the provision will be severed and the rest of the agreement shall remain in effect and be construed as if any severed provision had not been included. The sole exception is that if the Class Action Waiver is found invalid, unenforceable, or illegal, You and Team Grit agree that it will not be severable; this entire Binding Individual Arbitration section will be void and unenforceable and any dispute will be resolved in court subject to the venue and choice of clauses specified in this Agreement. Under no circumstances shall arbitration be conducted on a class basis without Team Grit’s express consent.
12.5 Your 30-Day Right to Opt Out
You have the right to opt out of and not to be bound by the arbitration and class action waiver provisions set forth in this Agreement. To exercise this right, You must send written notice of your decision to the following address: Team Grit LLC, PO Box 5005, Bellevue, WA 98009. Your notice must include your name, mailing address, and account name you use while playing GRIT, and state that you do not wish to resolve disputes with Team Grit through arbitration. To be effective, this notice must be postmarked or deposited within 30 days of the date on which you first accepted this Agreement unless a longer period is required by applicable law; otherwise you will be bound to arbitrate disputes in accordance with this section. You are responsible for ensuring that Team Grit receives your opt-out notice, so you may wish to send it by a means that provides for a delivery receipt. If you opt out of these arbitration provisions, Team Grit will not be bound by them with respect to Disputes with you.
13. Amendments of this Agreement
We may issue an amended Agreement or Privacy Policy at any time in its discretion by posting the amended Agreement or Privacy Policy on its website or by providing you with digital access to amended versions of any of these documents when you next access the Game. If any amendment to this Agreement or Privacy Policy is not acceptable to you, you may terminate this Agreement and must stop using the Game. Your continued use of the Game will demonstrate your acceptance of the amended Agreement and Terms of Service as well as your acknowledgement that you have read the amended Privacy Policy.
14. Miscellaneous Provisions
This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and Team Grit relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.
The original of this Agreement is in English; any translations are provided for reference purposes only. It is the express wish of the parties that these Terms and all related documents have been drawn up in English.
This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are held by a court or tribunal of competent jurisdiction to be unenforceable, those provisions shall be enforced only to the furthest extent possible under applicable law and the remaining terms of this Agreement will remain in full force and effect.
Any act by Team Grit to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.
You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.
Team Grit’s obligations are subject to existing laws and legal process, and Team Grit may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.
You may not, without the prior written consent of Team Grit, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. If restrictions on transfer of the Game in this Agreement are not enforceable under the law of your country, then this Agreement will be binding on any recipient of the Game. Team Grit may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement.
15. Definitions
As used in this Agreement, the following capitalized words have the following meanings:
“Cheats” means programs, methods, or other processes which may give players an unfair competitive advantage in the Game.
“Content” means any virtual items, virtual environments (such as buildings, towns, villages, or lands), or other content that we make available for you to access or download through or in connection with the Game.
“Feedback” means any feedback or suggestions that you provide to us regarding the Game, Services or other Team Grit products and services.
“Game” means the proprietary software application currently known as GRIT, and any patches, updates, and upgrades to the application, and all related content and documentation made available to you by Team Grit under this Agreement, including but not limited to all software code, titles, themes, objects, characters, names, dialogue, catch phrases, locations, stories, artwork, animation, concepts, sounds, audio-visual effects, methods of operation, and musical compositions that are related to the application, and any copies of any of the foregoing.
“Team Grit” means, Team Grit LLC, a Delaware limited liability corporation having its principal business offices at PO Box 5005, Bellevue, WA 98009.
“Services” means any services made available to you through the Game.
Last Updated: March 2021
Thank you for choosing to play GRIT! Please read this End User License Agreement (the “Agreement”) carefully before you access, use, play, or install GRIT. This Agreement is a legally binding agreement you and Team Grit, LLC and its affiliates (collectively, “Team Grit” or “us” or we” or “our”), and it governs the use of the game known as GRIT (the “Game”). Unless otherwise defined in the body of this Agreement, any capitalized terms used in this Agreement are defined in the “Definitions” section below.
BY ACCESSING, DOWNLOADING, OR USING THE GAME, OR BY OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT (I.E., BY CLICKING “I AGREE” OR CREATING A PLAYER ACCOUNT), YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS, PLAY, USE, OR DOWNLOAD THE GAME.
Please note that your use of the Game is also subject to the terms and conditions set forth in the Steam Subscriber Agreement and/or any other terms set forth by Valve Corporation in relation to the Steam service.
THIS AGREEMENT CONTAINS A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION. THIS PROVISION AFFECTS HOW DISPUTES BETWEEN YOU AND TEAM GRIT ARE RESOLVED. IF YOU ACCEPT THIS AGREEMENT, YOU AND TEAM GRIT AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION, AND TEAM GRIT AGREES TO PAY YOUR ARBITRATION COSTS FOR ALL DISPUTES OF UP TO $5,000 THAT ARE MADE IN GOOD FAITH. YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THIS WAIVER.
TO ENTER INTO THIS AGREEMENT, YOU MUST BE AN ADULT OF THE LEGAL AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING THE GAME, INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS TO YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, UNDERSTAND AND ACCEPT THIS AGREEMENT (INCLUDING ITS DISPUTE RESOLUTION TERMS). IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY, YOUR PARENT OR LEGAL GUARDIAN MUST CONSENT TO THIS AGREEMENT.
This Agreement also is subject to our Privacy Policy, which describes how we collect and use information and data, as well as our Terms of Use which describes rules for playing Grit. Please review these policies before playing the Game.
1. License
Subject to your compliance with this Agreement, we grant you a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to access, use, and play (and in certain cases, install) the Game on compatible devices you own or control for your personal entertainment use (the “License”). This License becomes effective on the date you accept this Agreement. The Game is licensed, not sold, to you under the License. The License does not grant you any title or ownership in the Game.
2. Restrictions on Use
We are so honored that you have chosen to play the Game. In order to ensure a safe and stable gaming environment for all players, we must impose some reasonable restrictions on the License and how you play the Game. You may not do or attempt to do any of the following with respect to the Game or any of its parts: (a) use it commercially or for a promotional purpose except as we expressly authorize; (b) copy, reproduce, distribute, display, or use it in a way that is not expressly authorized in this Agreement; (c) sell, rent, lease, license, distribute, or otherwise transfer it; (d) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on it; (e) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in it; (f) create, develop, distribute, or use any unauthorized software programs to gain advantage in any online or other game modes; (g) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; (h) use, export, or re-export it in violation of any applicable law or regulation; or (i) behave in a manner which is detrimental to the enjoyment of the Game by other users as intended by Team Grit, in our sole judgment, including but not limited to the following – harassment, use of abusive or offensive language, game abandonment, game sabotage, spamming, social engineering, scamming, running or using methods which are not authorized by Team Grit and which interfere with the outcome and/or the course of the Game by giving you and/or another user an advantage over other players who do not use such methods, or making or otherwise contributing to such unauthorized software.
3. User Content
We may provide features through the Game or the Services that allow you to create, develop, modify, or contribute Content (“User Content”) and to upload, publish, or otherwise make available User Content to some or all users of the Services. These features may also allow you to interact with, manipulate, and change User Content in whole or in part. We may, in our sole discretion, modify, limit, or discontinue certain features of the Service without notice or liability to you.
“User Content” includes without limitation characters, weapons, customizations, dialogue, replays, modes, gameplay, experiences, interactive features, and screenshots, music, sounds, sound recordings (and the musical works embodied therein) audiovisual combinations, musical works, animations, and other types of works (standalone or in combination).
Subject to the rights and licenses you grant in this Agreement, you retain whatever rights that you may have in your User Content. Your rights in User Content only extend to the new, original content you create as part of your User Content and does not extend to or grant any rights to the Services, Game, Content created or made available by third-parties, or Content made available by us through the Game or Services.
License to Team Grit. If you make or have made available any User Content in the Services, You give Team Grit permission to host, copy, import, store, modify, adapt, display, publicly perform (including by means of digital audio transmissions), reproduce (and make mechanical reproductions of musical works embodied in sound recordings ), create derivative works of (including synchronize to visual images), publicly display, transfer, sublicense, and distribute (collectively “Use”) that User Content, in whole or in part, including for commercial publicity and marketing purposes, in any country. This permission is perpetual and irrevocable and applies to any media, platform, or channel in connection with the Game and Services.
You understand that you are not entitled to receive any compensation, fees, consideration, or other remuneration in connection with your User Content for any reason, including our exercise of the rights you grant to Team Grit in this Section and that Team Grit is not obligated to exercise the rights you grant.
We do not allow any intellectual property infringement activities through the Game or the Services. You may not and agree not to create, generate, or make available through the Game or the Services any User Content to which you do not have the right to grant us such license in all of the elements of the User Content.
If you do choose to create, generate, or make available your User Content through the Game or Services, you are solely responsible for your User Content and represent and warrant that:
a. you are the creator and owner of, and have all the necessary licenses and rights to use and authorize Team Grit to exploit the license granted above;
b. your User Content, and Team Grit’s use of the User Content as contemplated under this Agreement, will not infringe or violate any third-party rights, including copyright, trademark, patent, trade secret, moral rights, or the rights of privacy or publicity;
c. TeamGritdoesnotneedtoobtainanyfurtherlicenses,provideattribution,orpayroyaltiesor other compensation to any third parties; and
d. Team Grit’s use of your User Content will not violate any third-party contract or cause Team Grit to violate any applicable laws or regulations.
You are responsible for your User Content, so please don’t make objectionable content available on or through the Services. If you do, we may have to take it down. We may, but are under no obligation, to edit or control any User Content you or others make available through the Game or the Services. We may at any time screen, remove, delete, edit, block, or refuse to publish User Content that violates this Agreement or is otherwise objectionable as determined in Team Grit’s sole discretion and without prior notice or any liability to you or any third party. If you provide User Content, You may only use the tools that Team Grit provides through the normal functionality of the Service to remove or modify that specific type of User Content.
You understand that you may be exposed to User Content from a variety of sources when using the Game or the Services and acknowledge that User Content may be inaccurate, offensive, indecent, or otherwise objectionable. You agree that Team Grit shall not be responsible or liable for your or others’ User Content.
To the fullest extent permitted by law, You waive and agree to waive all rights of authorship, paternity, attribution, integrity, disclosure, withdrawal, and any other rights that are known or referred to as “moral rights”, “artist’s rights”, “droit moral”, or other similar rights, recognized under any legal or equitable theory of any country or under any treaty, regardless of whether that right is referred to as a “moral right” (collectively “Moral Rights”) in and to your User Content. You further knowingly and irrevocably agree to not exercise any Moral Rights in and to your User Content that You have not waived in any manner that interferes with any exercise of granted rights. You waive and agree not to assert your Moral Rights even if your User Content is altered or changed in a manner not agreeable to you.
4. Feedback
If you provide Team Grit with any Feedback, you hereby grant Team Grit a non-exclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit any and all Feedback for any purposes, for all current and future methods and forms of exploitation. “Feedback” means suggestions, comments, ideas, and all other types of information, including software and code, that you provide, publish, or otherwise communicate directly or indirectly (including your employees, agents, contractors, or representatives) to Team Grit or its agents that relates to the Services or Game. If any such rights may not be licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert any such rights. You understand and agree that Team Grit is not required to make any use of any Feedback that you provide. You agree that if Team Grit makes use of your Feedback, Team Grit is not required to credit or compensate you for your contribution. You represent and warrant that you have sufficient rights in any Feedback that you provide to Team Grit to grant Team Grit and other affected parties the rights described above. This includes but is not limited to intellectual-property rights and other proprietary or personal rights.
5. Intellectual Property Rights
We and our licensors own all title, ownership rights, and intellectual property rights in the Game and Services. Features may be made available to you via the Game and Services that provide prefabricated templates or in-game items to use in connection with your User Content, however your use of a template does not give you any copyrights or other ownership in the template. Team Grit and GRIT and their respective logos, are trademarks or registered trademarks of Team Grit and its affiliates in the United States of America and elsewhere. All rights granted to you under this Agreement are granted by express license only and not by sale. No license or other rights shall be created hereunder by implication, estoppel, or otherwise.
The Game may include certain components provided by Team Grit’s licensors. If so, a list of credits and notices for third party components may be found in the game interface.
6. Updates to the Game
We may provide patches, updates, or upgrades to the Game that must be installed in order for you to continue to use the Game or Services. We may update the Game remotely without notifying you, and you hereby consent to us applying patches, updates, and upgrades. We may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Game or Services at any time. You acknowledge that your use of the Game or Services does not confer on you any interest, monetary or otherwise, in any aspect or feature of the Game or Services, including but not limited to (where applicable) any in-game rewards, trophies, achievements, character levels, or Content. You also acknowledge that any character data, game progress, game customization or other data related to your use of the Game or Services may cease to be available to you at any time without notice from us, including without limitation after a patch, update, or upgrade is applied by us. We do not have any maintenance or support obligations with respect to the Game or Services.
7. Disclaimers
Nothing in this Agreement will prejudice the statutory rights that you may have as a consumer of the Game or Services. Some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this section, so the below terms may not fully apply to you. Instead, in such jurisdictions, the exclusions and limitations below shall apply only to the extent permitted by the laws of such jurisdictions.
The Game and Services are provided on an “as is” and “as available” basis, “with all faults” and without warranty of any kind. Team Grit, its licensors, and its and their affiliates disclaim all warranties, conditions, common law duties, and representations (express, implied, oral, and written) with respect to the Game and Services, including without limitation all express, implied, and statutory warranties and conditions of any kind, such as title, non-interference with your enjoyment, authority, non-infringement, merchantability, fitness or suitability for any purpose (whether or not Team Grit knows or has reason to know of any such purpose), system integration, accuracy or completeness, results, reasonable care, workmanlike effort, lack of negligence, and lack of viruses, whether alleged to arise under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, Team Grit, its licensors, and its and their affiliates make no warranty that (1) the Game or Services will operate properly, (2) that the Game or Services will meet your requirements, (3) that the operation of the Game or Services will be uninterrupted, bug free, or error free in any or all circumstances, or (4) that any defects in the Game or Services can or will be corrected. Team Grit, its licensors, and its and their affiliates do not guarantee continuous, error-free, virus-free, or secure operation of or access to the Game or Services. This paragraph will apply to the maximum extent permitted by applicable law.
8. Limitation of Liability
To the maximum extent permitted by applicable law, neither Team Grit, nor its licensors, nor its or their affiliates, nor any of Team Grit’s service providers (collectively, the “Team Grit Parties”), shall be liable in any way for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, arising out of or in connection with this Agreement or the Game or Services, or the delay or inability to use or lack of functionality of the Game or Services, even in the event of an Team Grit Party’s fault, tort (including negligence), strict liability, indemnity, product liability, breach of contract, breach of warranty, or otherwise and even if an Team Grit Party has been advised of the possibility of such damages. Further, to the maximum extent permitted by applicable law, the aggregate liability of the Team Grit Parties arising out of or in connection with this Agreement or the Game or Services will not exceed the total amounts you have paid (if any) to Team Grit for the Game during the twelve (12) months immediately preceding the events giving rise to such liability. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.
9. Indemnity
This section only applies to the extent permitted by applicable law. If you are prohibited by law from entering into the indemnification obligation below, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation below.
You agree to indemnify, pay the defense costs of, and hold Team Grit, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement or negligence by you, (b) any act or omission by you in using the Game or Services, or (c) any claim of infringement or violation of any third-party intellectual property rights arising from Team Grit’s use of your User Content or Feedback as provided under this Agreement. You agree to reimburse Team Grit on demand for any defense costs incurred by Team Grit and any payments made or loss suffered by Team Grit, whether in a court judgment or settlement, based on any matter covered by this Section 9.
10. Termination
Without limiting any other rights of Team Grit, this Agreement will terminate automatically without notice if you fail to comply with any of its terms and conditions. You may also terminate this Agreement by deleting the Game from all devices on which you’ve installed it. Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must destroy all copies of the Game in your possession.
11. Governing Law and Jurisdiction
This Agreement is entered into in the State of Washington, U.S.A., and shall be governed by, and construed in accordance with, the laws of the State of North Carolina, exclusive of its choice of law rules. For any Disputes deemed not subject to binding individual arbitration, as provided in the section immediately below, you and Team Grit agree to submit to the exclusive jurisdiction of the Superior Court of King County, Washington, or, if federal court jurisdiction exists, the United States District Court for the Western District of Washington. You and Team Grit agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party’s rights to remove a case to federal court if permissible), as well as any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement. This paragraph will be interpreted as broadly as applicable law permits.
12. Binding Individual Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This Section explains how you and we agree to resolve those disputes, including (where applicable) by binding, individual arbitration.
Arbitration is an alternative dispute-resolution procedure that allows us to resolve issues without the formality of going to court. Any dispute between you and Team Grit is submitted to a neutral arbitrator (not a judge or jury) for fair and fast resolution. Arbitration is more efficient for both you and Team Grit.
12.1 Informal Resolution.
If you have an issue that our customer support can’t resolve, prior to starting arbitration you and we agree to attempt to resolve the dispute informally to help get us to a resolution and control costs for both parties. You and Team Grit agree to make a good-faith effort to negotiate any dispute between us for at least 30 days (“Informal Resolution”). Those informal negotiations will start on the day you or Team Grit receive a written Notice of a Dispute in accordance with this Agreement.
You will send your Notice of Dispute to Team Grit LLC, Legal Department, PO Box 5005, Bellevue, WA 98009. Include your name, account name you use while playing GRIT, address, how to contact you, what the problem is, and what you want Team Grit to do. If Team Grit has a dispute with you, Team Grit will send our Notice of Dispute to your registered email address and any billing address you have provided us.
If the dispute isn’t resolved within by Informal Resolution, you or Team Grit may start an arbitration in accordance with this Agreement.
12.2 Binding Individual Arbitration.
THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.
You and Team Grit agree that Disputes will be settled by binding individual arbitration conducted by the Judicial Arbitration Mediation Services, Inc. (“JAMS”) subject to the U.S. Federal Arbitration Act and federal arbitration law and according to the JAMS Streamlined Arbitration Rulesand Procedures effective July 1, 2014 (the “JAMS Rules”) as modified by this Agreement.
This means that you and Team Grit agree to a dispute-resolution process where we submit any Dispute to a neutral arbitrator (not a judge or jury) that makes the final decision to resolve the Dispute. JAMS uses experienced professionals to arbitrate disputes, which helps you and Team Grit resolve any disputes fairly, but more quickly and efficiently than going to court. The arbitrator may award the same remedies to you individually as a court could, but only to the extent required to satisfy your individual claim.
The arbitrator’s decision is final, except for a limited review by courts under the U.S. Federal Arbitration Act, and can enforced like any other court order or judgment.
12.2.1 Disputes We Agree to Arbitrate:
You and Team Grit agree to submit all Disputes between you and Team Grit to individual binding arbitration. “Dispute” means any dispute, claim, or controversy (except those specifically exempted below) between you and Team Grit that relates to your use or attempted use of Team Grit’s products or services and Team Grit’s products and services generally, including without limitation the validity, enforceability, or scope of this Binding Individual Arbitration section.
You and Team Grit agree to arbitrate all Disputes regardless of whether the Dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory.
The Informal Resolution and Arbitration sections do not apply to (1) individual actions in small-claims court; (2) pursuit of enforcement actions through a government agency if the law allows; (3) a complaint or remedy under the EU General Data Protection Regulation; (4) an action to compel or uphold any prior arbitration decision; (5) Team Grit’s right to seek injunctive relief against you in a court of law to preserve the status quo while an arbitration proceeds; (6) claims of piracy, creation, distribution, or promotion of Cheats, and intellectual-property infringement, and (7) the enforceability of the Class Action Waiver clause below.
You and Team Grit agree that whether a dispute is subject to arbitration under this Agreement will be determined by the arbitrator rather than a court.
12.2.2 Arbitration Procedure:
To start an arbitration, review the JAMS Rules and follow the instructions for initiating an arbitration on the JAMS website. The party starting an arbitration must send JAMS a “Demand for Arbitration” (available on its website), pay a filing fee, and mail a copy of the Demand for Arbitration to the opposing party. You will send a copy to Team Grit LLC, PO Box 5005, Bellevue, WA 98009. Team Grit will send our copy to your registered email address and any billing address You have provided us.
The arbitration will be conducted by a single JAMS arbitrator selected with substantial experience in resolving intellectual-property and commercial-contract disputes. You and Team Grit both agree that the arbitration will be conducted in the English language and that the arbitrator will be bound by this Agreement.
If an in-person hearing is required, the hearing will take place either in Seattle, Washington, or where You reside; you choose.
The arbitrator (not a judge or jury) will resolve the Dispute. Unless You and Team Grit agree otherwise, any decision or award will include a written statement stating the decision of each claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.
The arbitrator may only award legal or equitable remedies that are requested by You or Team Grit to satisfy one of our individual claims (that the arbitrator determines are supported by credible relevant evidence). The arbitrator may not award relief against Team Grit respecting any person other than You.
Any decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial acceptance of any award and an order of enforcement.
12.2.3 Arbitration Fees and Location:
If You start the arbitration, you must pay the JAMS filing fee required for consumer arbitrations.
In some situations, Team Grit will help with your fees to (hopefully) get us to a resolution quickly and fairly:
If the Dispute involves $1,000 or less, Team Grit will pay all of the JAMS costs, including the fees you otherwise would have been required to pay.
If the above doesn’t apply to You, but You demonstrate that arbitration costs will be prohibitive compared to litigation costs, Team Grit will pay as much of your JAMS costs as the arbitrator finds is necessary to prevent arbitration from being cost-prohibitive (as compared to the cost of litigation).
The fee assistance offered above is contingent upon You bringing the arbitration claim in “good faith”. If the arbitrator finds You brought an arbitration claim against Team Grit for an improper purpose, frivolously, or without a sufficient pre-claim investigation into the facts or applicable law, then the payment of all fees will be governed by the JAMS rules.
JAMS costs do not include your Attorneys’ fees and costs and Attorneys’ fees and JAMS costs are not counted when determining how much a dispute involves.
12.2.4 Notice and Filing. If a Dispute must be arbitrated, You or Team Grit must start arbitration of the Dispute within two (2) years from when the Dispute first arose. If applicable law requires you to bring a claim for a Dispute sooner than two years after the Dispute first arose, you must start arbitration in that earlier time period. Team Grit encourages You to tell us about a Dispute as soon as possible so we can work to resolve it. The failure to provide timely notice shall bar all claims.
12.2.5 Continuation in Effect. This Binding Individual Arbitration section survives any termination of this Agreement or Team Grit’s provision of services to You.
12.2.6 Future Arbitration Changes. Although Team Grit may revise this Agreement in its discretion, Team Grit does not have the right to alter this agreement to arbitrate or the rules specified herein with respect to any Dispute once that Dispute arises.
12.3 Class Action Waiver.
To the maximum extent permitted by applicable law, You and Team Grit agree to only bring Disputes in an individual capacity and shall not:
seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (e.g., private attorney general actions); or
consolidate or combine individual proceedings or permit an arbitrator to do so without the express consent of all parties to this Agreement and all other actions or arbitrations.
12.4 Severability.
If all or any provision of this Binding Individual Arbitration agreement is found invalid, unenforceable, or illegal, then You and Team Grit agree that the provision will be severed and the rest of the agreement shall remain in effect and be construed as if any severed provision had not been included. The sole exception is that if the Class Action Waiver is found invalid, unenforceable, or illegal, You and Team Grit agree that it will not be severable; this entire Binding Individual Arbitration section will be void and unenforceable and any dispute will be resolved in court subject to the venue and choice of clauses specified in this Agreement. Under no circumstances shall arbitration be conducted on a class basis without Team Grit’s express consent.
12.5 Your 30-Day Right to Opt Out
You have the right to opt out of and not to be bound by the arbitration and class action waiver provisions set forth in this Agreement. To exercise this right, You must send written notice of your decision to the following address: Team Grit LLC, PO Box 5005, Bellevue, WA 98009. Your notice must include your name, mailing address, and account name you use while playing GRIT, and state that you do not wish to resolve disputes with Team Grit through arbitration. To be effective, this notice must be postmarked or deposited within 30 days of the date on which you first accepted this Agreement unless a longer period is required by applicable law; otherwise you will be bound to arbitrate disputes in accordance with this section. You are responsible for ensuring that Team Grit receives your opt-out notice, so you may wish to send it by a means that provides for a delivery receipt. If you opt out of these arbitration provisions, Team Grit will not be bound by them with respect to Disputes with you.
13. Amendments of this Agreement
We may issue an amended Agreement or Privacy Policy at any time in its discretion by posting the amended Agreement or Privacy Policy on its website or by providing you with digital access to amended versions of any of these documents when you next access the Game. If any amendment to this Agreement or Privacy Policy is not acceptable to you, you may terminate this Agreement and must stop using the Game. Your continued use of the Game will demonstrate your acceptance of the amended Agreement and Terms of Service as well as your acknowledgement that you have read the amended Privacy Policy.
14. Miscellaneous Provisions
This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and Team Grit relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.
The original of this Agreement is in English; any translations are provided for reference purposes only. It is the express wish of the parties that these Terms and all related documents have been drawn up in English.
This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are held by a court or tribunal of competent jurisdiction to be unenforceable, those provisions shall be enforced only to the furthest extent possible under applicable law and the remaining terms of this Agreement will remain in full force and effect.
Any act by Team Grit to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.
You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.
Team Grit’s obligations are subject to existing laws and legal process, and Team Grit may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.
You may not, without the prior written consent of Team Grit, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. If restrictions on transfer of the Game in this Agreement are not enforceable under the law of your country, then this Agreement will be binding on any recipient of the Game. Team Grit may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement.
15. Definitions
As used in this Agreement, the following capitalized words have the following meanings:
“Cheats” means programs, methods, or other processes which may give players an unfair competitive advantage in the Game.
“Content” means any virtual items, virtual environments (such as buildings, towns, villages, or lands), or other content that we make available for you to access or download through or in connection with the Game.
“Feedback” means any feedback or suggestions that you provide to us regarding the Game, Services or other Team Grit products and services.
“Game” means the proprietary software application currently known as GRIT, and any patches, updates, and upgrades to the application, and all related content and documentation made available to you by Team Grit under this Agreement, including but not limited to all software code, titles, themes, objects, characters, names, dialogue, catch phrases, locations, stories, artwork, animation, concepts, sounds, audio-visual effects, methods of operation, and musical compositions that are related to the application, and any copies of any of the foregoing.
“Team Grit” means, Team Grit LLC, a Delaware limited liability corporation having its principal business offices at PO Box 5005, Bellevue, WA 98009.
“Services” means any services made available to you through the Game.