Terms of Use
Last Modified: May 2024
THE FOLLOWING TERMS AND CONDITIONS (“TERMS”) APPLY TO YOUR ACCESS TO AND USE OF THE SUPER EVIL MEGA CORP AND ITS AFFILIATES’ (“SEMC”, “WE” “US” OR “OUR”), WEBSITES (“SITES”), AND OUR FREE-TO-PLAY, FEE-SESSION-BASED, SUBSCRIPTION BASED, AND MULTIPLAYER ONLINE GAMES, OFFERED BY US AND OUR PARTNERS, INCLUDING ANY CONTENT, FUNCTIONALITY, PRODUCTS, AND SERVICES OFFERED OR MADE AVAILABLE IN CONNECTION WITH SUCH GAMES (“SERVICES”) HOWEVER ACCESSED OR USED, INCLUDING VIA THE SITE OR THIRD PARTY WEBSITES, PLATFORMS, DEVICES, FORMATS AND OTHER FORUMS (“PLATFORMS”), FROM TIME TO TIME, AND WHETHER AS A GUEST OR A REGISTERED USER.
“You” and “Your” mean YOU, the user of the Platform on or through which the SERVICES are accessed or used.
PLEASE READ THESE TERMS CAREFULLY BEFORE YOU START TO USE OR ACCESS THE SERVICES. BY USING OR ACCESSING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS. IF YOU DO NOT WANT TO AGREE TO THESE TERMS OR DO NOT UNDERSTAND THE TERMS OR THEIR IMPLICATIONS, YOU MUST NOT USE THE SERVICES OR THE SITE.
IN PARTICULAR, BE AWARE OF THE FOLLOWING WHICH IMPACT YOUR RIGHTS.
BY ACCEPTING THESE TERMS:
You are also agreeing to other SEMC rules and policies that are or may in the future be incorporated into and a part of these Terms, including:
Our Privacy Policy explains what information we collect from You and how we protect it; and
The terms below explain what You can do with our intellectual property and any content You may create.
You and SEMC agree to resolve disputes between us in individual arbitration, not in court. Please see the terms later on in these Terms which clearly set out how arbitration will work and the terms that apply. We explain the process in detail below, and put this up front (and in caps) because it’s important:
THESE TERMS CONTAINS A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION. IF YOU ACCEPT THESE TERMS, YOU AND SEMC 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 SEMC AGREES TO PAY YOUR ARBITRATION COSTS FOR ALL DISPUTES OF UP TO $10,000 THAT ARE MADE IN GOOD FAITH (SEE BELOW).
TO ENTER INTO THE CONTRACT CREATED BY THESE TERMS, 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 OUR SERVICES, 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 THESE TERMS (INCLUDING ITS DISPUTE RESOLUTION TERMS). IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY, YOUR PARENT OR LEGAL GUARDIAN MUST CONSENT TO THESE TERMS BEFORE YOU CAN ACCESS AND USE THE SERVICES.
In addition to these Terms, the Platform You use to access or use the Services will and are subject to their own terms and conditions, which is not owned or controlled by SEMC. Your use and access to any such Platform is solely between You and that third party provider.
Finally, there may be other software or services that are included in or otherwise made available to You in connection with the Services from time to time. If this is the case, unless expressly stated below, any such software or services will be subject to an agreement with the applicable third party provider or services or a separate agreement between You and SEMC, such as end user license agreement.
LIMITED USE LICENSE
The Site and Services are available for use only by authorized end users, and only provided for Your individual, non-commercial, entertainment purposes. Except as may be expressly and separately permitted by us, You may not sell, copy, exchange, transfer, publish, assign or otherwise distribute anything You use, copy, generate or derive from the Services.
CREATING A PROFILE AND ACCOUNT
To access or use the Services, You will either be asked to provide registration details or other information or a profile and account will be created for You based on the Platform account through which You access the Services, and Your SEMC account will be tied to Your Platform account. Any and all information You provide must be correct, current, and complete. From time to time, in order to access or use Services or certain aspects of the Services, we may require some or all users to download updated or additional software. The terms of use of such software may be subject to a separate agreement between You and the software provider.
If You choose or are provided with a user name, password, or any other piece of information as part of security procedures, You must treat such information as confidential (other than user name), and You must not disclose it to others. You must immediately notify SEMC (via EMAIL at support@superevil.zendesk.com) of any unauthorized use of Your user name or password or any other breach of security. You should use particular caution when accessing Your account or the Services from a public or shared computer so that others are not able to view or record Your password or other personal information. The information will be used by SEMC for a variety of internal purposes, including without limitation, to maintain the account, to ensure that Your account is unique, to deal with security, debugging and technical support issues, and for possible payment-related issues. Please see our Privacy Policy for any information about how we use Your personal information.
You may only access the Services through Your own account. Users do not own their accounts, and gifting or otherwise transferring of accounts or access keys is prohibited.
We reserve the right to change Your display name if we deem it offensive, misleading, potentially infringing the rights of third persons or if You have been inactive for more than a year.
ELIGIBILITY
Only “natural persons,” as opposed to any kinds of legal entities (e.g., corporations, limited liability companies, and/or partnerships), have the privilege of establishing an account and using the Services. By entering into these Terms and creating an account, You represent that You have the legal capacity to enter into a contract in the place where You reside. You agree to comply with these Terms on behalf of Yourself and, at Your discretion, any minor children for whom You are the parent or legal guardian and whom You have authorized to access and use the Services.
THE SITE AND THE GAME ARE NOT DIRECTED AT CHILDREN UNDER 13 YEARS OF AGE. SEMC DOES NOT KNOWINGLY COLLECT INFORMATION FROM CHILDREN UNDER 13. IF YOU ARE UNDER 13, PLEASE DO NOT SUBMIT ANY PERSONALLY IDENTIFIABLE INFORMATION TO OR THROUGH THE SERVICES OR SEMC.
TERMINATION
SEMC may stop offering and/or supporting the Services or aspects or functionalities of the Services at any time. We may also withdraw or amend the Services, in whole or in part, and any related service or content, or restrict access (including by means of cancellation, termination, or modification, or suspension of a user account) to all or certain users (including You) without notice and without liability to You in our reasonable discretion. Additionally, due to Your geographic location, the Services or some of their features, services, or content may be unavailable to You. Regardless of anything else, we may terminate or suspend access to the Services based on Your breach or believed breach of these Terms.
Accounts terminated by SEMC for any misuse or issues shall not be reinstated under any conditions whatsoever.
You may terminate Your account at any time for any reason or no reason and without prior notice by contacting SEMC at privacy@superevilmegacorp.com.
BILLING AND PAYMENT
As part of the Services, You will have the ability to purchase products, services and features at Your sole discretion. Your purchase of any of these products, services or features, some of which may be digital, are collected and processed by a third party provider (in most cases, the party offering and controlling the Platform upon or through which You are accessing the Services). These products, services or features do not constitute a personal property right and have no value outside the Services.
IN ALL CASES AND REGARDLESS OF ANYTHING ELSE ABOVE, YOUR SUBMISSION OF ANY PAYMENT DETAILS AND PAYMENT OF ANY FUNDS IS SUBJECT TO YOUR AGREEMENT WITH THE THIRD PARTY PROVIDER COLLECTING AND PROCESSING THE FUNDS AND NOT SEMC. SEMC DOES NOT AND WILL NOT COLLECT MONEY OR FUNDS DIRECTLY FROM YOU. ALL FEES INCURRED IN CONNECTION WITH THE SERVICES AND ALL FUNDS USED IN CONNECTION WITH YOUR ACCOUNT USED TO ACCESS AND USE ANY SEMC RELATED PRODUCTS, SERVICES OR FEATURES, ARE PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE IN WHOLE OR IN PART, REGARDLESS OF THE PAYMENT METHOD, EXCEPT AS REQUIRED BY APPLICABLE LAW.
OWNERSHIP OF THE SERVICES AND CONTENT
All rights, title and interest in and to the Services, and all content included therein (including, without limitation, user accounts, computer code, titles, objects, artifacts, characters, character names, locations, location names, stories, story lines, dialog, catch phrases, artwork, graphics, structural or landscape designs, animations, sounds, musical compositions and recordings, audio-visual effects, character likenesses, and methods of operation) are owned by SEMC or its licensors. The Services and all content therein are protected by United States and other international intellectual property laws. SEMC and its licensors reserve all rights in connection with the Services, including, without limitation, the exclusive right to create derivative works therefrom. SEMC does not authorize You to make any use whatsoever of any SEMC intellectual property, including any trademarks, or any of its service marks, trade names, logos, domain names, taglines, and/or trade dress under any circumstances without a separate written license agreement. Any reproduction, redistribution, or modification of the Services or any such intellectual property or use of the Services or such intellectual property not in accordance with these Terms, is expressly prohibited by law and may result in severe civil and criminal penalties to You.
When accessing or using the Services, You may accumulate in-game assets associated with Your account, including, without limitation, objects, artifacts, currency, items, equipment, and/or other value or status indicators (“Game Assets”) that reside on servers operated by SEMC or on its behalf as data. You acknowledge and agree that such Game Assets are accumulated as part of Your account and You have no ownership or other property interest in or to any Game Assets whatsoever. You further acknowledge and agree that SEMC has the right, but not the obligation, to delete, alter, move, remove, or transfer any and all Game Assets, in whole or in part, at any time and for any reason, with or without notice to You, and with no liability of any kind to You. You have no interest in the Game Assets. SEMC does not provide or guarantee, and expressly disclaims any value, cash or otherwise, attributed to any data or assets in connection with the Services, including Game Assets and You understand that Game Assets have little to no value outside of the Services.
UNSOLICITED IDEAS
SEMC values Your feedback about its Services, but please do not submit any ideas, suggestions or materials. Neither SEMC nor any of its personnel or suppliers accept or consider unsolicited ideas, original creative artwork or other works or materials, including, without limitation, ideas or suggestions for new or improved games, technologies, game or product enhancements, characters, marketing plans or names for new games (collectively “Unsolicited Ideas”). This policy is aimed at avoiding potential misunderstandings or disputes when SEMC’ Services might seem similar to Unsolicited Ideas that are submitted. If You do submit Unsolicited Ideas to SEMC or to any of its personnel, then You understand and acknowledge and agree that You hereby grant SEMC and its designees a worldwide, perpetual, irrevocable, sublicenseable, transferable, assignable, non-exclusive and royalty-free right and license to use, reproduce, distribute, adapt, modify, translate, fully exploit, create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import (“Use”) Your Unsolicited Ideas, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual and proprietary rights related thereto for any purpose whatsoever, commercial or otherwise, without any compensation to You or any other person. To the extent necessary, You hereby agree that You undertake to execute and deliver any and all documents and perform any and all actions necessary or desirable to ensure that the rights to use the Unsolicited Ideas granted to SEMC as specified above are valid, effective and enforceable. You also give up any claim that any Use by SEMC and/or its designees of Your Unsolicited Ideas violates any of Your or any other persons’ rights, including but not limited to moral rights, privacy rights, rights to publicity, proprietary or other rights, and/or rights to credit for the material or ideas set for therein.
USER CONTENT AND CODE OF CONDUCT
The Services contain or may be associated with or linked to various forums, networks and other interactive features that may allow You to post, submit, publish, display or transmit to SEMC and other participants or users (“Post”) content or materials (“User Contributions”) on or through the Services or related Platforms or forums.
All User Contributions must comply with the User Content Requirements below.
Any User Contribution that You Post will be considered non-confidential and non-proprietary and visible to the public. You hereby grant SEMC and its designees a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to Use such User Contribution throughout the world for any purposes. For clarity, User Contributions exclude personal information submitted to SEMC required to register or set up an account, which is processed in accordance with SEMC’s Privacy Policy. Additionally, You understand and acknowledge that users and participants in or with the Services or any related forums or networks may Post messages, statements or provide information, whether intentionally or unintentionally, that is inaccurate, misleading, deceptive, abusive or even unlawful and Your use or reliance on the information is at Your own risk. SEMC does not take responsibility for such information.
If You provide or Post any User Contributions, You represent and warrant that You own or otherwise control all of the rights to such User Contributions; that the User Contributions are accurate and not fraudulent or deceptive; and that the User Contributions do not violate these Terms or the rights (intellectual property rights or otherwise) of any third party, and will not cause injury to any person or entity. You understand that Your User Contributions may be copied by other users and participants and discussed on and outside of the Services or related forums, and if You do not have the right to Post User Contributions, it may subject You to liability. SEMC takes no responsibility and assumes no liability for any content Posted by You or any third party.
SEMC has the right but not the obligation to monitor and edit or remove any User Contributions. SEMC also has the right to terminate Your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms. SEMC may exercise these rights at any time, without notice or liability to You or any third party.
USER CONTENT REQUIREMENTS
When Posting any User Content, You will not and will ensure that the User Content does not:
Impersonate any person, business, or entity, including an employee of SEMC, or communicate in any way that makes it appear that the communication originates from SEMC;
Identify information about Yourself, or any other user;
Harass, stalk, or threaten any other users in or with the Services;
Remove, alter or conceal any copyright, trademark, patent or other proprietary rights notices of SEMC contained in the Site or Services. You also may not transmit content that violates or infringes the rights of others (including any intellectual property or privacy rights);
Transmit or communicate any content which, in the sole and exclusive discretion of SEMC, is deemed offensive, including, but not limited to, language that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, or racially, ethnically, or otherwise objectionable;
Transmit or facilitate the transmission of any content that contains a virus, corrupted data, trojan horse, bot keystroke logger, worm, time bomb, cancelbot or other computer programming routines that are intended to and/or actually damage, detrimentally interfere with, surreptitiously intercept or mine, scrape or expropriate any system, data or personal information;
Spam chat, whether for personal or commercial purposes, by disrupting the flow of conversation with repeated postings of a similar nature;
Participate in any action which, in the sole and exclusive judgment of SEMC, “exploits” an undocumented aspect of the Services in order to secure an unfair advantage over other users;
Participate in any action which, in the sole and exclusive judgment of SEMC, defrauds any other user of the Services, including, but not limited to, by “scamming” or “social engineering;”
Use any unauthorized third party programs, including but not limited to “mods,” “hacks,” “cheats,” “scripts,” “bots,” “trainers,” and automation programs, that interact with the programs of the Services in any way, for any purpose, including, without limitation, any unauthorized third party programs that intercept, emulate, or redirect any communication between the technology, Platform and SEMC and any unauthorized third party programs that collect information about the Services by reading areas of memory used by the Services to store information;
Access or attempt to access areas of the Services or its servers that have not been made available to the public; or
Select a name that is falsely indicative of an association with SEMC. You may not use a misspelling or an alternative spelling to circumvent this restriction on name choices. SEMC may modify any name which, in the sole and exclusive judgment of SEMC, violates this provision without further notification to You, and may take further disciplinary measures, including account termination, for repeated violations.
UPDATES AND MODIFICATIONS TO THE TERMS AND SERVICES
SEMC reserves the right to revise, update, change, and modify these Terms; provided, however, that material changes to these Terms will not be applied retroactively. Although we will make an effort to notify You of any material changes to these Terms, such changes will be effective with or without prior notice to You. You can review the most current version of these Terms by clicking on the “Terms of Use” link located at the bottom of the Site or the Services. If any future changes to these Terms are unacceptable to You or You are no longer in compliance with these Terms, these Terms between SEMC and You will terminate and You must immediately stop accessing and using the Services. Your continued use of any of the Services following any revision to these Terms constitutes Your complete and irrevocable acceptance of any and all such changes.
SEMC may change, modify, update, suspend, “nerf,” or restrict access to any features or parts of the Services, including purchased or unlockable content, and may require that You download and install updates to software or Services, at any time without notice. Any such changes or updates to the Services might change the system specifications necessary to interact with and participate with the Services. In such a case, You, and not SEMC, are responsible for purchasing any necessary additional software and/or hardware in order to access and use the Services. You always have the option to terminate these Terms and stop accessing and using the Services.
LINKS
The Site and Services may contain links to Platforms, websites, networks or forums made available or operated by third parties. SEMC provides these links to You as a convenience, or other users might post links as User Content. Use of any of these links and any such websites, Platforms, networks or forums are entirely at Your own risk. The linked Platforms, websites, networks or forums are not under the control of SEMC, and SEMC is not responsible for any components of such, including the content available on or through them. Such links do not imply endorsement by SEMC of information or material, and SEMC hereby disclaims all liability with regard to Your access to and use of such linked Platforms, websites, networks or forums.
You may link to publicly available portions of the Services if You do so in a way that is fair and does not damage or take advantage of SEMC’s reputation, but You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. The Services must not be framed on any other website or service. SEMCs reserves the right to withdraw linking permission without notice.
NOTICE AND PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT (DMCA)
If You are a copyright owner or agent thereof and believe that content Posted on the Site or Services by a SEMC user or participant infringes upon Your copyright, please submit notice pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) to the SEMC Copyright Agent with the following information:
A. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
B. A description of the copyrighted work that You claim has been infringed;
C. The URL of the location on the SEMC Site containing the material that You claim is infringing;
D. Your address, telephone number, and email address;
E. A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
F. A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.
SEMC’s Copyright Agent can be reached by mail at: Super Evil Mega Corp, 274 Redwood Shores Pkwy, #334, Redwood City, California, 94065, ATTN: Copyright Agent; or by email at: legal@superevilmegacorp.com. Attachments cannot be accepted at the email address for security reasons. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed. Please note that these notifications are legal notices, and that SEMC may provide copies of such notices to the participants in the dispute or to third parties, at its discretion or as required by law.
WARRANTY DISCLAIMER
THE SITE AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SEMC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO THE SITE OR SERVICES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES AS TO THE ACCURACY, RELIABILITY OR QUALITY OF ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SITE OR THE SERVICES. SEMC DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR ACCESSING AND USING THE SERVICES TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SERVICES.
Because some states or jurisdictions do not allow the disclaimer of warranties, the forgoing disclaimer may, in whole or in part and in such a case, not apply to You.
Photosensitivity: Certain people may react to certain visual images or patterns, including flashing lights (regardless of whether they have a diagnosed condition or history). Reactions may be reduced by playing in a well-lit room, avoiding playing while drowsy, viewing the game from some distance or on a smaller screen, and limiting duration of use.
INDEMNIFICATION BY YOU
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 maximum 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 following indemnification obligation. YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SEMC AND ITS OFFICERS AND DIRECTORS FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, DAMAGES, LOSSES, LIABILITIES AND COSTS (INCLUDING ATTORNEYS’ FEES) THAT DIRECTLY OR INDIRECTLY ARISE OR RESULT FROM YOUR USE OR MISUSE OF THE SERVICES, ANY VIOLATION BY YOU OF ANY OF THESE TERMS OR RESULT FROM YOUR USER CONTENT. SEMC reserves the right, at its own expense and in its sole and absolute discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with SEMC in asserting any available defenses.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL SEMC OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOOD WILL, OR LOST PROFITS), OR ANY DAMAGES FOR GROSS NEGLIGENCE OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF SEMC KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SEMC BE LIABLE FOR ANY LIABILITIES, LOSSES, COSTS, OR DAMAGES IN EXCESS OF ANY AMOUNT YOU HAVE PAID TO SEMC FOR SERVICES RELATED TRANSACTIONS, IF ANY, DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE TIME THE CAUSE OF ACTION AROSE.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for damages, in such states or jurisdictions, the liability of SEMC shall be limited to the fullest extent permitted by applicable law.
EQUITABLE REMEDIES
You hereby acknowledge and agree that SEMC would suffer irreparable harm if these Terms were not specifically enforced, and You hereby agree that SEMC shall be entitled to specific performance or other injunctive relief, without bond, other security, or proof of damages, as remedy for any breach or threatened breach of these Terms.
BINDING ARBITRATION; NO CLASS ACTION AND GOVERNING LAW
Binding Individual Arbitration; No Class Actions
PLEASE READ THIS SECTION CAREFULLY. IT IMPACTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Most issues can be resolved quickly and amicably by contacting SEMC customer support at support@superevil.zendesk.com. But we understand that sometimes disputes can’t be easily resolved by customer support. This Section explains how You and SEMC 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 SEMC is submitted to a neutral arbitrator (not a judge or jury) for fair and fast resolution. We believe arbitration is more efficient for both You and SEMC.
1. Informal Resolution:
If You have an issue that our customer support can’t resolve, prior to starting arbitration You and SEMC agree to attempt to resolve the dispute informally to help get us to a resolution and control costs for both parties. You and SEMC 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 SEMC receive a written Notice of a Dispute in accordance with these Terms.
You will send Your Notice of Dispute to SEMC, Legal Department, ATTN: NOTICE OF DISPUTE, Super Evil Mega Corp 274 Redwood Shores Pkwy, #334, Redwood City, California, 94065, United States. Include Your name, any relevant account name You use, address, how to contact You, what the problem is, and what You want SEMC to do. If SEMC has a dispute with You, SEMC 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 (below), You or SEMC may start an arbitration in accordance with these Terms.
2. Binding Individual Arbitration:
THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.
You and SEMC 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 Rules and Procedures effective July 1, 2014 (the “JAMS Rules”) as modified by these Terms.
This means that You and SEMC 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 SEMC 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.
2.1 Disputes We Agree to Arbitrate:
You and SEMC agree to submit all Disputes between You and SEMC to individual binding arbitration. “Dispute” means any dispute, claim, or controversy (except those specifically exempted below) between You and SEMC that relates to Your use or attempted use of SEMC’s products or services and SEMC’s products and services generally, including without limitation the validity, enforceability, or scope of this Binding Individual Arbitration section.
You and SEMC 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) pursuit of enforcement actions through a government agency if the law allows; (2) an action to compel or uphold any prior arbitration decision; (3) SEMC’s right to seek injunctive relief against You in a court of law to preserve the status quo while an arbitration proceeds; (4) claims of piracy, creation, distribution, or promotion of cheats, and intellectual-property infringement, and (5) the enforceability of the Class Action Waiver clause below.
You and SEMC agree that whether a dispute is subject to arbitration under these Terms will be determined by the arbitrator rather than a court.
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 Super Evil Mega Corp 274 Redwood Shores Pkwy, #334, Redwood City, California, 94065, United States. SEMC 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 SEMC both agree that the arbitration will be conducted in the English language and that the arbitrator will be bound by these Terms.
If an in-person hearing is required, the hearing will take place in Santa Clara County, California.
The arbitrator (not a judge or jury) will resolve the Dispute. Unless You and SEMC 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 SEMC to satisfy one of our individual claims (that the arbitrator determines are supported by credible relevant evidence). The arbitrator may not award relief against SEMC 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.
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, SEMC will help with Your fees to (hopefully) get us to a resolution quickly and fairly:
If the Dispute involves $10,000 or less, SEMC 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, SEMC 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).
Even if SEMC wins the arbitration and the applicable law or the JAMS Rules allow SEMC to seek our portion of the JAMS fees from You, we won’t.
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 SEMC 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.
SEMC won’t seek our attorneys’ fees or expenses from You in any arbitration, even if the law or the JAMS rules entitle us to do so. If You choose to be represented by an attorney, You will pay Your own attorneys’ fees and costs unless the applicable law provides otherwise.
2.4 Notice and Filing:
If a Dispute must be arbitrated, You or SEMC 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. SEMC 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.
2.5 Continuation in Effect:
This Binding Individual Arbitration section survives any termination of these Terms or SEMC’s provision of services to You.
2.6 Future Terms Changes:
Although SEMC may revise these Terms in its discretion, SEMC does not have the right to alter these Terms to arbitrate or the rules specified herein with respect to any Dispute once that Dispute arises.
3. Class Action Waiver:
To the maximum extent permitted by applicable law, You and SEMC 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 these Terms and all other actions or arbitrations.
4. Severability:
If all or any provision of this Binding Individual Arbitration agreement is found invalid, unenforceable, or illegal, then You and SEMC agree that the provision will be severed and the rest of these Terms 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 SEMC 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 these Terms below. Under no circumstances shall arbitration be conducted on a class basis without SEMC’s express consent.
GOVERNING LAW AND VENUE
Except as otherwise provided in these Terms, these Terms shall be governed by, and will be construed under, the laws of the United States of America and the law of the State of California, without regard to conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Other laws may apply if You choose to access the Services from outside of the United States. In such an event, those local laws shall affect these Terms only to the extent necessary in that jurisdiction, and these Terms shall be interpreted to give maximum effect to the terms and conditions in these Terms. You are responsible for compliance with all local laws if and to the extent local laws are applicable. In all cases, Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to these Terms. This paragraph will be interpreted as broadly as applicable law permits.
MISCELLANEOUS
Assignment. SEMC may assign these Terms, in whole or in part, to any person or entity at any time with or without Your consent. You may not assign the Agreement without SEMC’s prior written consent, and any unauthorized assignment by You shall be null and void.
Customer Contact. If You have any questions concerning these terms and conditions, or if You would like to contact SEMC for any other reason, please contact SEMC support at support@superevil.zendesk.com, or visit the “support” tab on the Site.
Entire Agreement. These Terms represents the complete agreement between You and SEMC concerning the Site, the Services, and the subject matter of the Agreement, and supersedes any prior or contemporaneous agreements between You and SEMC.
Force Majeure. SEMC shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of SEMC, including, without limitation, any failure to perform hereunder due to unforeseen circumstances or cause beyond SEMC’s control such as acts of god, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
Location. The Site and the Services are operated by SEMC in the United States. Those who choose to access the Site and/or the Services from locations outside the United States do so on their own initiative and are responsible for compliance with applicable local laws. The Services are subject to United States export controls.
No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between You and SEMC as a result of these Terms or Your use of the Site or the Services.
No Waiver. SEMC’s failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by SEMC of any provision, condition or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Notices. Except as otherwise expressly provided herein, all notices given by You or required under these Terms shall be in writing and addressed to: Super Evil Mega Corp at 274 Redwood Shores Pkwy, #334, Redwood City, California, 94065, United States.
Reform and Severability. If any provision of these Terms is held to be invalid or unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. If, however, it is determined that such provision cannot be reformed, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
Section Headings. The section headings used herein are for convenience only and shall not affect the interpretation of these Terms or have any other legal effect.
Survival. The provisions and sections pertaining in any way to confidential information, intellectual property, arbitration and disputes, governing law, limitation of liability, indemnification, perpetual license rights and these miscellaneous provisions shall survive any termination of these Terms.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF USE AGREEMENT AND AGREE THAT SELECTING THE “ACCEPT” BUTTON BELOW AND/OR YOUR USE OF ANY OF THE SERVICES IS AN ACKNOWLEDGMENT OF YOUR UNDERSTANDING OF AND AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS.