GAMEVANCE TERMS AND CONDITIONS

SECTION ONE - GENERAL INFORMATION

1.1 Terms and Conditions
Welcome to Gamevance. We are glad you have decided to join our gaming community. We look forward to your involvement with our site, Gamevance.com (the "Site") and games. Before you begin delving into the vast services and content available on our Site, please take a moment to review these Terms and Conditions, which represent an agreement between you (also referred to herein as "Player," Member," or "User") and Gamevance, LLC. It is important that you understand both the benefits we provide, as well as our limitations.

Gamevance offers games available on the Internet free of charge at the Site in exchange for your agreement to install Gamevance Software (the "Software"), which will display pop-up, pop-under and other types of advertisements on your computer based on the information we collect as stated in the Privacy Policy, which you should also read before using our Site. [link]

BY USING OUR SITE AND DOWNLOADING THE SOFTWARE YOU SIGNIFY YOUR AGREEMENT TO THESE TERMS AND CONDITIONS AND TO THE GAMEVANCE PRIVACY POLICY. [link] WE MAY AMEND THESE TERMS AND CONDITIONS AND OUR PRIVACY POLICY FROM TIME TO TIME WITHOUT PRIOR NOTICE TO YOU, AND YOU AGREE TO BE BOUND BY ANY SUCH AMENDMENTS. THEREFORE, YOU SHOULD REVIEW THESE TERMS OF USE EACH TIME YOU USE OUR SITE. WE ENCOURAGE YOU TO PRINT OUT A COPY OF THESE TERMS AND CONDITIONS FOR REVIEW AND REFERENCE.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY, YOU SHOULD NOT BECOME A MEMBER OR, IF YOU ALREADY ARE A MEMBER, YOU MUST IMMEDIATELY TERMINATE YOUR ACCOUNT. See Section 6.2 below.

SECTION TWO - SPECIFIC CONDITIONS AND OBLIGATIONS

2.1 Eligibility
To open an account and/or participate in any tournament offered on the Site, you must:
a) be a natural person, at least 18 years old, who is assigned to the e-mail address submitted on your account registration form;
b) be a U.S. citizen or resident alien with a U.S. address;
c) be physically located within the U.S.; and
d) be physically located in a U.S. state in which participation in the tournaments offered on the Site is unrestricted by law.

The rules governing sweepstakes, contests, and tournaments with entry fees and/or prizes are set up by each individual state, not by the federal government. Based on these 50 sets of laws, the Site CANNOT offer fee-based tournaments with prizes to residents of the following states: Arkansas, Arizona, Delaware, Florida, Iowa, Louisiana, Maryland and Tennessee.

If any practice covered by these Terms and Conditions is prohibited by the law of any jurisdiction, it is automatically void and unenforceable.

2.2 Additional Persons Not Eligible
Notwithstanding Section 2.1, the following persons are ineligible to receive any prize offered on the Site: employees, owners and officers of the Site and its affiliates and their immediate family members,, and any other person with access to non-public information regarding the operation of any tournament offered on the Site. For purposes of this section, immediate family members include parents, siblings, spouses, children, or any other person permanently residing in the same household with such employee, officer, or director.

2.3 Legality and Taxes
You are subject to all laws of the state, province and/or country in which you reside and from which you access the Site and are solely responsible for obeying those laws. You agree the Site cannot be held liable if laws applicable to you restrict or prohibit your participation. The Site makes no representations or warranties, implicit or explicit, as to your legal right to participate in any tournament offered on the Site nor shall any person affiliated, or claiming affiliation, with the Site have authority to make any such representations or warranties.

The Site reserves the right to monitor the location from which you access the Site and to block access from any jurisdiction other than the U.S., or any jurisdiction in which participation is illegal or restricted. The Site may require any Member receiving any prize to provide the Site with proof that he or she is eligible to participate according to Section 2.1 above. This proof can include a requirement to provide photographs or copies of a valid government-issued ID.

It is the policy of the Site, in compliance with United States Internal Revenue Service regulations, to send a Form 1099 to any person who wins i$600 (USD) or more on the Site in any given year. However, you remain solely responsible for paying all federal and other taxes in accordance with the laws that apply in your state, province, and/or country of residence.

2.4 Acknowledgment of Proprietary Rights
By registering for an account and/or participating in any tournament offered on the Site, you acknowledge that all information, content and materials contained on the Site may be protected, in all forms and media, by one or more valid copyrights, patents, trademarks, trade secrets, or other proprietary rights, and that all such rights are owned by the Site or our content suppliers or licensors. You may not modify, publish, participate in the transfer or sale of, create derivative works from, or in any way exploit this information, content or materials. The Site neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties. While the Site uses reasonable efforts to include accurate and up-to-date information, the Site makes no warranties or representations as to its accuracy. The Site assumes no liability or responsibility for any errors or omissions in the content of the Site.

The trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Site, including the names of all games, are registered and unregistered Trademarks of the Site and/or others. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of the Site or such third party that owns the Trademark displayed on the Site. Your misuse of any Trademark displayed on the Site, or any other content on the Site, except as provided in these Terms and Conditions, is strictly prohibited. You are also advised that the Site will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution where appropriate. The Site shall reasonably cooperate with any third party complaint alleging that its information, content, materials or other intellectual property is infringing such party's rights and shall take such steps as are required by law or otherwise reasonable and necessary to resolve any such complaint.

2.5 Promotional Activities
By registering for an account, you agree that the Site may display your player name and tournament records. By accepting any prize from the Site, you agree to allow the Site to print, publish, broadcast and use, worldwide, in any media and at any time, your name, picture, voice, likeness, and/or biographical information for promotional purposes without compensation to you.

2.6 Submissions
Any communication or material you transmit to the Site by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like, is and will be treated as, non-confidential and non-proprietary. Anything you transmit or post may be used by the Site or its affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, the Site is free to use any ideas, concepts, know-how or techniques contained in any communication you send to the Site for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information, without any compensation to you.

At registration, you are required to submit the following information: an alias that will be your player name, a password and your e-mail address. The Site reserves the right, in its sole discretion, to change and/or suspend/terminate offensive aliases. In order to be awarded prizes for tournaments you will need to submit additional Personally Identifiable Information ("PII") as explained in our Privacy Policy [link].

2.7 Accuracy of Information
You represent and warrant that all information you supply to the Site is complete and accurate. Knowingly submitting materially incomplete or inaccurate information may result in immediate termination of your account and will result in forfeiture of any prizes to which you are otherwise entitled.

2.8 Privacy Policy
Please see our Privacy Policy for an explanation of what PII is collected from you, how it is used and with whom it is shared. [link]

2.9. Collection of Non-Personal Information.
The Site reserves the right to collect general demographic and other market information that does not personally identify you to any person without additional consent. Please see our Privacy Policy for additional information. [link]

2.10. Emails.
Gamevance utilizes e-mails to notify you when you win tournaments, and to let you know of special promotions, events and policy changes. See our Privacy Policy for a discussion of how to opt out of emails. [link]

2.11 Chat & Message Board Policy ("Comments and Messages" feature of the Site)
Rules of Conduct:

• The Site reserves the right to ban users who violate these standards, or who in any way abuse the community purpose of the chat areas.
• The Site reserves the right to remove any posts for any reason.
• You must be at least 18 years old to participate in any part on the Site.
• Profanity, obscenities, or the use of **asterisks** or other "masking" characters to disguise such words, is not permitted.
• Obscene, lewd, slanderous, pornographic, abusive, violent, insulting, indecent, threatening and harassing language of any kind will not be tolerated.
• Site player names will be displayed as 'Your Name'; impersonating other players is not allowed.
• Opinions or comments on the subject at hand are welcomed, but attacking (flaming) individuals, companies or products is not allowed.
• Advertising or promotion of other companies or URLs is not allowed.
• Please limit posting to the subject of the Site's games, message board or site.
• Do not share personal information (your name, phone number, home address, password) with others on the site. Sharing your user name and password with others on the site may be immediate grounds for termination of your account and forfeiture of any prizes.
• No advertising of any kind is allowed in messages.
• No third-party copyrighted materials are allowed in messages.
• Information disclosed in the Site chat rooms or message boards becomes property of the Site and is revealed to the public. The Site is not responsible for any information you choose to disclose to others.
• Advanced fonts, java, tables, html, or other programming codes or commands are not allowed in messages.

• Electronic mail messages addressed to a recipient with whom the initiator does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient;
• Messages posted to Usenet and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, or posted in excessive volume;
• Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or "Instant Messaging" system (such as ICQ); The Site may undertake, in its sole discretion and with or without prior notice, the following enforcement actions described in detail below:
• Account Suspension: Upon the receipt of a credible and validated complaint, the Site may also elect to immediately suspend the membership of the user implicated in the abuse. Suspension serves as a "Final" warning and will prevent the abuser from continuing their abusive "Spamming" behavior. The Site will evaluate each validated abuse incident on a case-by-case basis and impose Suspension or Termination at its sole discretion. The Site reserves the right to lift the suspension of a user at any time, at its sole discretion.
• Account Termination: Upon the receipt of a credible and validated complaint, the Site may immediately terminate the membership of the individual user implicated in the abuse. Termination results in the immediate closure of any account established through your referral, the forfeiture of any unpaid referral gifts on account, a prohibition against any future membership, and loss of the right to compete in any tournament play.

SECTION THREE - DISCLOSURES

3.1 Odds and Prizes
The results of all tournaments offered on the Site depend on the number and skill level of the players participating in such tournaments; precise odds of winning are therefore unavailable.

Prizes are generally "gifts", which are sent directly to the winner's physical address.. If a Limited Entry tournament has to close prematurely, such as for maintenance or technical problems, the prize for the tournament will be proportional to how full the tournament was at the time of closing.

3.2 Winners' Lists
Lists of winners will be posted on the Site immediately following each tournament, except in the case of tournaments with substantial (as determined by the Site in its sole discretion) prizes, where lists may be delayed while verification of the results takes place in order to help prevent potential abuse. Delays generally will be limited to up to five business days.

3.3 Determination of Winners
The results and winners of each tournament offered on the Site will be determined by the Site in its sole discretion. By registering and/or participating in any tournament, you agree to be bound by these determinations.

3.4 Game Rules
a. Each tournament is free to play. No cash or credit deposit is required.
b. Each day players compete in games to win the most points and earn the prize(s).
c. Tournaments last for 24 hours from 12:00 am to 11:59 pm PST and then immediately refresh to a new tournament. At the end of the 24 hours a winner with the highest points total for each specific game wins a prize.
d. At the end of the 24 hour tournament all players will have their points flushed and reset. Everyday each player begins with the same amount of points.
e. You must live in the United States to be eligible to receive a prize. All play and award of prizes is subject to state laws. See Section 2.1.
f. Players receive additional points for each additional referral that results in a new account. Players may only refer the same person once.
g. There is no maximum on how many valid daily unique referrals a player can make.
h. Referral points can be used immediately or they can accrue and be applied to a specific tournament to increase your chances at winning the prize.
i. All winners will be subject to verification of account and identity in order to claim a prize. All prizes are awarded in the sole discretion of the Site.

SECTION FOUR - LIMITATION ON LIABILITY

4.1 General Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GAMEVANCE, ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SITE OR THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES TO USERS' SYSTEMS AND/OR THEIR SOFTWARE AND/OR DATA, COMPUTER FAILURE OR MALFUNCTION, COMPUTER VIRUS TRANSMISSION, PERFORMANCE DELAYS OR COMMUNICATION FAILURES OR SECURITY BREACHES.

4.2 No Warranty.
YOU EXPRESSLY AGREE THAT THE USE OF THE SITE AND THE SOFTWARE ARE AT YOUR OWN RISK. THE SITE AND THE SOFTWARE ARE PROVIDED ON AN 'AS-IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT; ANY IMPLIED WARRANTY RELATING TO COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, AND ANY WARRANTY REGARDING THE SUITABILITY AND QUALITY OF OUR SITE FOR YOUR PURPOSES OR EXPECTATIONS.

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

4.3 Hacking, Tampering, or Unauthorized Access
By registering for an account and/or participating in any tournament offered on the Site, you agree that the Site is not responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Site or your account.

Any attempt to gain unauthorized access to the Site's systems or any account, interfere with procedures or performance of the Site, or deliberately damage or undermine the Site may be subject to civil and/or criminal prosecution and may result in immediate termination of your account and forfeiture of any prizes to which you are otherwise entitled.

Any attempt to participate in any tournament offered on the Site by means of automatic, macro, programmed, or similar methods, or to otherwise commit fraud with regard to the Site, may result in civil and/or criminal prosecution, termination of your account, and forfeiture of all prizes to which you are otherwise entitled.

4.4 Accounts for Individual Use Only
You, as the holder of your account, are solely responsible for all obligations and (assuming compliance with all other Terms and Conditions of the Site) entitled to all benefits accruing thereto. You may not allow any other person to access your account, access the Site, accept any rewards, or participate in any tournament using your account information. If you are found to have allowed another person to access your account, access the Site, accept any awards, or participate in any tournament using your account information, the Site reserves the right to terminate your account. Your account is not transferable to any other person.

4.5 Indemnification
By registering and/or participating in any tournament offered on the Site, you hereby agree to indemnify, defend, and hold the employees, officers, directors, members, agents, content providers, licensors, licensees, distributors, and agents of Gamevance LLC and its affiliates harmless from and against any and all losses, damages, liabilities and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by such parties in connection with any claim arising out of any breach by you of these Terms and Conditions or claims arising directly or indirectly from your use of our Site.

4.6 Account Termination
The Site reserves the right to terminate your account, limit or prohibit your participation in any game, tournament or tournament type or modify your rank or chip totals for any reason in its sole discretion, including but not limited to any Abuse (see Section 2.14), violation of any of the terms and conditions of these Terms and Conditions or as needed to maintain the integrity of the Site and its operations.

By registering for an account and/or participating in any tournament offered on the Site, you consent to allow the Site to access your account information to investigate complaints or other allegations of abuse.

SECTION FIVE - MERCHANDISE PRIZES

5.1 General Disclaimer
Terms and Conditions for tournaments with merchandise prizes are the same as cash prize tournaments, with the following exceptions:

5.2 Substitution
Players may request from the Site an offer of cash payment in lieu of any prize won, although the Site is under no obligation to grant such request. If the Site elects, in its sole discretion, to offer a cash payment in lieu of any prize won, the Site reserves the right to determine the exact amount of the cash offer, even if such cash offer may be less than the value of the prize. The player may then elect to accept the Site's cash offer, accept the original prize, or decline both and take nothing. The Site also reserves the right to credit the account of a merchandise prize winner with cash (the amount of which is in the Site's sole discretion) in the event the prize remains unclaimed for a certain period of time which shall in no event be less than 30 days.
If a prize has become unavailable, or if the player is outside the continental U.S. or if there are other difficulties in shipping, then the Site has the right to substitute freely the cash equivalent (determined by the Site's estimated cost to obtain the merchandise prize, and not the manufacturer's suggested retail price or any other price) for any merchandise prize. Players cannot return or exchange prizes that have already been sent for game or cash credits.
For all merchandise tournaments, a minimum number of user entries is required in order for the described prize to be awarded to the tournament winner. If the number of user entries falls below this minimum, the prize will be cash.

5.3 Limits of Play
Each player can participate in as many daily tournaments as they wish. Two players from the same household or who share a computer address cannot both win a prize. In such a case, the higher-scoring player will appear on the Tournament Standings Page and receive the prize; the other player will not appear on the Tournament Standings Page.

5.4 Ties
In the event of a tie in any tournament, the first player with the high score will be awarded the prize.

5.5 Taxes
Users are responsible for applicable income taxes for merchandise prizes. The value of the prize will be posted to your account as winnings, and will be deducted from your account as a withdrawal (corresponding to the shipping of the merchandise). Thus, there will be no change in the dollar value of your account, but your year-to-date winnings will increase.

5.6 Delivery Time
Unless otherwise specified, merchandise will ship (but is not guaranteed to ship) within 30 days of the date the prize is claimed by the winning player. All goods are shipped F.O.B. Origin, and accordingly the Site takes no responsibility for any damage incurred during shipping. Costs of shipping are borne by the winner. In certain specifically disclosed merchandise tournaments, the Site may choose to bear the cost of shipping within the continental U.S., although the Site is under no obligation to do so.

5.7 Warranties
In the case of merchandise covered by a manufacturer's warranty, the manufacturer and not the Site is responsible for initial defects, subsequent use or misuse or covered repairs. In the case of merchandise not covered by a manufacturer's warranty, the merchandise is offered "as is", and the Site is not responsible for any defects, use or misuse or repairs. The Site makes no representations or warranties with respect to the authenticity or genuineness of any merchandise prizes, particularly collectible prizes.

5.8 Travel Prizes
Prizes involving travel and tourism will be from a specified list of cities. Any player who wins such a prize and wishes to depart from a city not on the specified list will be required to provide his or her own transportation to one of the specified cities. Information required to make the reservations for a travel prize, including the names and ages of all travelers, departure city, and, if applicable, choice of travel dates, must be provided within one week of the initial request for such information, or the prize will be forfeited. All travel is undertaken expressly at the winner's own risk. The Site is not responsible for any damage, injury or other liability incurred in connection with any travel or tourism, nor is the Site responsible for any cancellation, postponement, rescheduling or quality control issues with respect to fulfillment by the third-party travel or tourism providers.

5.9 Other Prizes
For prizes requiring local, state or federal licensing or approval (e.g. a driver's license for an automobile), players must provide evidence of such licensing or approval within one week of the initial request for such information, or the prize will be forfeited.

SECTION SIX - MISCELLANEOUS PROVISIONS

6.1 Changes to Terms and Conditions
Gamevance may, from time to time, amend these Terms and Conditions in whole or part, in its sole discretion. Any changes to these Terms and Conditions will be effective immediately upon the posting of the revised Terms and Conditions on the Site. Changes will be reflected by the "Last Updated" reference below. Depending on the materiality of the change, Gamevance may announce the change (1) on the home page of the Site, or (2) provide such notice via e-mail to Members. By continuing to use the Site following any changes or by remaining a Member, you will be deemed to have agreed to such changes.

6.2 Termination of Account/ Desinstallation
Members of the Site who disagree with any provision of these Terms and Conditions must immediately terminate their account with Gamevance. Accounts may be terminated by emailing unsubscribe@gamevance.com, by going to http://www.gamevance.com/deactivate.php, or by selecting the appropriate entry in your Control Panel using the "Add or Remove Programs" icon. Gamevance reserves the right to terminate any Member who violates its policies and rules.

6.3 Governing Law and Disputes
These Terms and Conditions will be governed and construed in accordance with the laws of the State of California, irrespective of any principles of conflicts of law. To the maximum extent permitted by law, by registering for an account and/or participating in any tournament offered on the Site, you agree that any dispute that cannot be resolved between the parties shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of JAMS, and judgment upon the award rendered by the arbitrator(s) may be entered into any court having jurisdiction thereof. Any mediation or arbitration will take place in Orange County, California or in the greater Los Angeles metropolitan area.

6.4 Entire Agreement
These Terms and Conditions, in connection with the other obligations and rules detailed in writing on the Site, constitute the entire agreement between you and the Site and cannot be modified by you. These Terms and Conditions cannot be modified on an individual basis by any person affiliated, or claiming affiliation, with the Site. Nothing in this subsection will prevent the Site from modifying the terms of these Terms and Conditions and posting such modifications on the Site.

6.5 Severability
If any portion of these Terms and Conditions is deemed void or unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of the remaining provisions.


Effective: July 21, 2008
Last Updated: July 21, 2008