Welcome to Zelos! Zelos Arenas, Inc. (“Zelos,” “we,” “us” or “our”) is a mobile platform that empowers athletes and competitors to connect with other individuals on the platform to engage in sport and potentially earn income by competing in the arenas of their choice.

PLEASE READ THIS TERMS OF USE AGREEMENT (“TERMS”) CAREFULLY; THESE TERMS CONSTITUTE A LEGAL CONTRACT BETWEEN YOU, THE USER (AS DEFINED BELOW), AND Zelos. These Terms govern your use, and Zelos’ provision to you of any Zelos product or service that contains a link to these Terms, including www.zelosarenas.com, and any other website operated by or on behalf of Zelos with a link to these Terms (collectively, the “Site”), any mobile application offered by Zelos with a link to these Terms, including the Zelos App, (collectively, the “App”), and any content, information, services, features, or resources available or enabled on the Site or the App (collectively, the “Services”). Any visitor to the Site or competitor who registers on the App or otherwise engages in any other part of the Services is referred to herein as a “User.”

When you use our Services, we require that you follow the Zelos Community Guidelines located at https://www.zelosarenas.com/community-guidelines. You also agree to comply with all applicable laws, rules and regulations, and to not violate or infringe the rights of any third party.

Your use of the Services may be subject to any additional terms, conditions, and policies that we separately post on the Services and any agreements that you have separately executed with Zelos, which are incorporated by reference into these Terms (the “Supplemental Terms,” together with the Terms, theAgreement”). If there is any conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control to the extent of the conflict and only with respect to the Services or features subject to the Supplemental Terms.

BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, YOU ACKNOWLEDGE AND AGREE THAT:

YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT (ON BEHALF OF YOURSELF AND, AS APPLICABLE, THE ENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THE AGREEMENT OR OTHERWISE ACCESSING OR USING THE SERVICES IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY AGREE THAT THE TERMS “YOU” AND “YOUR,” AS USED HEREIN, APPLY TO SUCH ENTITY AND SUCH INDIVIDUAL.

IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

PLEASE BE AWARE THAT SECTION 15 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND ZELOS HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE AGREEMENT. SECTION 15 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND ZELOS BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS OF THE EFFECTIVE DATE OF THE AGREEMENT:

THE AGREEMENT IS SUBJECT TO CHANGE BY ZELOS IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Zelos will make a new copy of the Terms available on the Site and, to the extent applicable, in the App, and any new Supplemental Terms will be made available from within, or through, the affected Services. We will also update the “Last Updated” date at the top of the Terms. If we make material changes to the Terms, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account (as defined in Section 3.1) or another manner through the Services (which may include posting an announcement on the Site or App). Zelos may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE, AND AS APPLICABLE, THE APP TO VIEW THE THEN-CURRENT TERMS.

1.1 Generally

Through the Services, Zelos empowers Users to create and discover opportunities to enter athletic and/or competitive tournaments or leagues (collectively, “Contests”). By creating or joining Contests, Users can engage with individuals in their communities to compete in league play, participate in tournaments, and/or potentially earn financial payouts in connection with Contest successes. The Services manage relevant aspects of competitive sport administration, including facilitating Users’ connections with similarly skilled players, enabling the Creator (as defined below) of a Contest to establish any pay-in amount or entry fee to be processed by Zelos (e.g., for a competitive tournament), tracking Contest results and any corresponding Users’ winnings (if applicable), and managing payouts of any such winnings (in accordance with Section 4). The Services also allow Users to participate in the ranking and rating systems that govern their respective arenas.

1.2 Creating a Contest; Joining a Contest

As a User, you may have the opportunity to create a Contest (such user, a “Creator”). You must designate the league or tournament name, sport, location, per-User buy-in amount and the payout structure, if any, the maximum player limit, start date, and any other information prompted by the Contest creation form. By acting as a Creator, you agree and understand that you are designating Zelos to manage and process payments for your Contest for you and all other Users that participate in the Contest. You further agree and understand that acting as Creator is voluntary, and you will not receive and are not entitled to receive any compensation, whether from Zelos or otherwise, in connection with acting as a Creator. Notwithstanding the foregoing, Zelos has no responsibility for judging or determining any league or tournament outcomes or payout amounts. To join a Contest as a participant, navigate to the “Explore” tab on the App to find a league or tournaments near you. Each Contest must have a minimum of two participants. A Creator can edit or delete a Contest he or she has created at any point up until a second User joins or until the start date passes, whichever occurs first, and can obtain a full refund of any buy-in amount if the Contest does not take place because the required minimum number of participants is not met. The maximum number of participants is designated by the Creator, but if fewer than the maximum amount of participants join a given Contest, the Contest will proceed with the number of Users registered as of the start date.

1.3 Scoring; Disputes; Rankings

Each Contest will be scored in accordance with generally accepted scoring procedures applicable to such Contest. For any group (i.e., team) sport, the designated team captain for one team must report the score or other outcome for each game or competition through the Services. For non-group (i.e., individual) games or competitions, any User who participates in the game or competition may submit through the Services the score of a match or game in which such User participated personally (the reporting User, whether in an individual or group competition, the “Score Reporter”). Once the Score Reporter submits the score, the opposing team captain or individual User, as applicable will receive an in-App notification and prompt to review and confirm the score. If the other competitor(s) fail to respond within the timeframe requested, the score is automatically deemed final. If any opponent disagrees with the score submitted by the Score Reporter, then such competitor can submit a revision, which triggers an additional review cycle by the Score Reporter. Zelos strongly encourages Users to engage in collegial, respectful, and honorable competition and avoid disputes to the extent possible, and, if disputes arise, to resolve them amicably. If the Score Reporter and any other competitors are unable to agree on the final score, Zelos is not obligated to intervene to facilitate a resolution, but nevertheless reserves the right to do so. If the players are unable to reach a consensus, or if a User alleges any fraud to Zelos in connection with a Contest, Zelos, in its sole discretion, may unilaterally cancel the Contest, limit or prohibit Users from future participation in Contests or otherwise accessing the Services, and settle any payouts with participants in a manner deemed appropriate by Zelos in its sole discretion. Each User may be assigned a ranking on the Services. A User’s ranking demonstrates a User’s performance compared to other Users of the Services. A variety of factors may inform your individual ranking, such as your arena sport of choice, the number of Contests you have participated in, and your performance as compared to other Users in each of those Contests.

1.4 Community Guidelines; Fraud Reporting; Ratings

Zelos strives to bring athletes together to build a collegial, respectful, and honorable community. All Users agree to the terms of, and to be bound by, the Zelos Arenas Community Guidelines located at https://www.zelosarenas.com/community-guidelines, which are hereby incorporated by this reference. Zelos may remove any User from a Contest or prohibit a User from accessing the Services temporarily or permanently if we become aware that the User may violate, or has violated, the Community Guidelines. Users with concerns about criminal or illegal activity should always report it to local authorities. Users may have the ability to rate each other on sportsmanship and other similar qualities. In addition to rating general sportsmanship, Users may be able to report suspected cheating and/or fraudulent activity in connection with other Users’ use of the Services (each report, a “Fraud Report”). The Services may limit the number of times per month you can submit a Fraud Report and each Fraud Report must contain a description of the alleged cheating or fraud and must provide any information required by Zelos at the time of submission or after submission. If a User submits a Fraud Report, Zelos reserves the right to investigate and/or seek to validate the report, and further reserves the right to automatically disqualify any or all players from continuing or finalizing the applicable Contest. If another User submits a Fraud Report against you, Zelos may freeze or permanently delete your Account in its sole discretion. Additional information regarding how Zelos handles fraud reporting, as well as disputes (as described in Section 1.3, above), may be made available by Zelos through the Services from time to time, such as in the form of Frequently Asked Questions.

Using our Services involves meeting real people and engaging in Contests in the real world, which can sometimes lead to unexpected situations. Zelos can’t control what happens outside of the Services, including off-App, and Zelos is not responsible for what happens in connection with your access to the Services or your participation in a Contest. You should use common sense and good judgment when interacting with others.

ZELOS’S RESPONSIBILITY TO ANY AND ALL USERS OF THE SERVICES IS LIMITED TO FACILITATING CONNECTIONS BETWEEN USERS, PROVIDING THE TECHNICAL PLATFORM FOR USERS TO MANAGE THE COMPETITION ASPECTS OF THEIR OWN TOURNAMENTS, AND MANAGING AND FACILITATING PAYMENTS OF BUY-IN AMOUNTS AND PAY-OUTS. ZELOS DOES NOT CREATE, MONITOR, OR ADMINISTER TOURNAMENTS.

2.1 Rights to use the Services

The Services, and any parts thereof, are protected by copyright laws throughout the world. Subject to the Agreement, Zelos grants you the right to access and use the features and functionality of the Services, as well as a limited license to reproduce portions thereof for the sole purpose of using the Services for your personal purposes. Unless otherwise specified by Zelos in a separate license, your right to use any part of the Services is subject to the Agreement. Zelos, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any part of the Services terminates the licenses granted by Zelos pursuant to the Agreement.

2.2 App License

For any App made available as part of the Services that you download, Zelos grants you, subject to your compliance with the Agreement, a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a single mobile device or computer that you own or control and to run such copy of the App solely for your own personal use. Furthermore, for any App accessed through or downloaded from the Apple App Store (an “App Store-Sourced Application”), you will use the App Store-Sourced Application:

• only on an Apple-branded product that runs the iOS (Apple’s proprietary operating system); and
• only as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the App on a shared basis within your designated family group.

2.3 Updates

You understand that the Services are evolving. You acknowledge and agree that Zelos may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use or continue using the Services. Any future release, update or other addition to the Services will be subject to the Agreement.

2.4 Certain Restrictions

By accessing and using the Services you agree that you will not, and will not permit any third party to:

• license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or any portion of the Services or any content displayed thereon;
• use any metatags or other “hidden text” using Zelos’ name or trademarks;
• frame or utilize framing techniques to enclose any trademark, logo, or other Zelos content (including images, text, page layout or form) of Zelos;
• modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;
• access or use the Services in order to build a similar or competitive website, product, or service; and
• use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages or components of the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from web pages in the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials). All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.

2.5 No Support or Maintenance; Necessary Equipment

You acknowledge and agree that Zelos will have no obligation to provide you with any support or maintenance in connection with the Services. As between us and you, you are solely responsible for any fees, including Internet connection or mobile fees, Contest venue fees, or other fees associated with a Contest that you incur when accessing the Services.

2.6 Ownership

Excluding any User Content that you may provide (defined in Section 5.1 below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Zelos or Zelos’ suppliers. Neither the Agreement (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Zelos and its suppliers reserve all rights not granted in the Agreement. There are no implied licenses granted under the Agreement.

3.1 Registration and Account Creation

In order to access and use certain features of the Services, you may need to register or create an account on the Services (“Account”) and provide certain information about yourself as prompted by the account registration form, including (but not limited to) an email address and password and a profile photo that clearly identifies you and shows your current appearance. You further agree to provide information required for your use of the Services that is, and to update such information so it remains true, accurate, current and complete.

3.2 Eligibility

Zelos reserves the rights to establish eligibility criteria to use the Services, and in some cases, at our sole discretion, impose limitations or restrictions on certain Accounts including, but not limited to, deletion of Accounts. If you are or become subject to the rules and regulations of an athletic or competitive association, group, authority or organization, you represent and warrant that you have reviewed the rules and regulations of such organization to confirm that your participation in a Contest and your use of the Services does not or will not constitute a violation of the rules or regulations governing such association, group, authority or organization.

3.3 Social Networking Site

You may have the opportunity to access the Services through a social network service (“SNS”) as part of the functionality of the Services. If you connect via a SNS, you may link your Account with a SNS, by allowing Zelos to access your SNS, as is permitted under the applicable terms and conditions that govern your use of each SNS. You represent that you are entitled to grant Zelos access to your SNS account (including, for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable SNS. By granting Zelos access to any SNS accounts, you understand that Zelos may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services that you have provided to and stored in your SNS account (“SNS Content”) so that it is available on and through the Services. Unless otherwise specified in the Agreement, all SNS Content will be considered to be User Content (as defined below). Depending on the SNS account you choose and subject to the privacy settings that you have set in such SNS account, personally identifiable information that you post to your SNS account may be available on and through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND ZELOS DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Zelos is not responsible for any SNS Content, including but not limited to, accuracy or legality of, or infringement by, the SNS Content.

3.4 Account Responsibilities

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Zelos of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You agree not to create an Account using a false identity or false information, or on behalf of someone other than yourself. Zelos cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

4.1 Additional Account Onboarding Information

Zelos reserves the right, but has no obligation, to request additional information from Users to verify your identity in order to comply with laws and regulations governing payments, safeguard the integrity of the Services, and reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions. Information that Zelos may request, or seek to confirm, may include your full legal name, mailing address, phone number, date of birth, taxpayer identification number (e.g. Social Security Number), and a form of government-issued identification.

4.2 Buy-Ins and Payouts

The Creator sets the buy-in amount and payouts for each Contest, subject to any minimum or maximum amounts set by Zelos in its sole discretion. The total payout amount for each Contest will be equal to the aggregate total of any and all buy-in amounts received by Zelos for the Contest. Zelos Fees and any other costs must be paid by Users at the time of and along with the payment of the buy-in amount when registering for a Contest. However, Zelos Fees and any other costs paid when registering are separate and distinct from the buy-in and are not eligible to be included as payouts. Any buy-in amounts paid to Zelos that are not paid out as Contest winnings (other than the Zelos Fees) for any reason shall be considered Zelos Fees and belong to Zelos. While Creators are able to use the Services to set the terms of each Contest, Zelos retains sole responsibility for receiving buy-in amounts and facilitating payouts, subject to the information about the Contest results provided through the Services by the Creator and/or Users. For avoidance of doubt, Zelos does not hold funds on behalf of Creators or Users; rather, Zelos provides the service of facilitating buy-ins and payouts of Contest winnings through the Services.

4.3 Payments; Payment Information

In order to participate in a Contest that involves any buy-in or payouts (including, for avoidance of doubt, participating as a Creator), you must provide payment information to Zelos through the Services. All buy-ins and payouts must be made through the Services. Zelos will use its Payment Processor (defined below) to charge the authorized payment method User specifies at the time the User signs up for the Contest or as otherwise specified by User in User’s Account. Users may make payments via payment methods made available by Zelos and Payment Processor in their respective sole discretion, such as ACH, debit card, or credit card. In order to receive payouts, each participating User must create an account with the Payment Processor through the Services and meet any applicable criteria established by the Payment Processor in accordance with its terms (referenced below), and must provide Payment Processor with an eligible payout account (generally, a bank account) that can accept payments from the Payment Processor. You agree to provide accurate and complete information in order for Zelos and/or Payment Processor to receive, process, and disburse payments through the Services. You agree and understand that you cannot receive payouts unless and until you have completed the Payment Processor’s onboarding process, established an account with Payment Processor through the Services, and provided the required information for payouts. Zelos is not responsible for a User’s failure to create an account or otherwise receive payouts through the Payment Processor.

Zelos will generally facilitate the disbursement through the Payment Processor of Contest winnings (i.e., payouts) to eligible prize winners for a particular Contest within two (2) business days of the end of the Contest, provided that the applicable User or Users have completed the Payment Processor’s onboarding process through the Services, and as otherwise subject to these Terms. Through the Services, Users can access their accounts with the Payment Processor to manage payouts (including eligible payout accounts), view winnings, obtain any applicable tax documents, and obtain additional information. If payment is made to a User in error, or if a User receives funds to which the User is not otherwise entitled to receive at the time of disbursement, Zelos or the Payment Processor has the right to recoup such amounts from the User, including without limitation by initiating a debit or charge to any account provided by the User in connection with the Services.

In some cases, settlement of funds could be temporarily delayed by an issue at Zelos, the Payment Processor, or the User’s designated financial institution. Zelos is not obligated to reimburse any expenses due to delayed settlements. In addition, the User’s designated financial institution’s settlement and account crediting procedures may at times cause delays in the crediting of funds to the User’s linked bank account (if applicable) or other payment account, and Zelos does not have control over these delays.

4.4 Zelos Fees

The fees that Zelos charges for processing and managing payments and other aspects of Contests and the Services (i.e., the Zelos Fees) are listed on our fees page, which is accessible to registered Users at https://www.zelosarenas.com/faq/#fees. We may change Zelos Fees from time to time by posting the changes on the fees page. We also may offer additional or different services (e.g. near-instant payout methods, subject to availability and other terms) for additional fees. Any new or different Zelos Fees will apply to Contests created after the changes are posted to the fees page.

4.5 Payment Processing Services.

Zelos uses Stripe, Inc., and its affiliates as its Payment Processor for payment services (e.g., card acceptance, settlement, disbursements, and related services). Zelos may replace any of its Payment Processors without notice to Users. By making use of some or all of the payment services through the Services, you agree to be bound by Zelos’ policies and the Payment Processor’s policies, user agreements, terms and conditions. The Payment Processor’s terms and conditions are currently available at https://stripe.com/ssa and its Privacy Policy is currently available at https://stripe.com/us/privacy. You hereby consent and authorize Zelos to share any information and payment instructions provided to Zelos with the applicable Payment Processor to the extent required to process payments and complete applicable payouts. The Payment Processor may also be contacted directly for payment support by email at support@zelosarenas.com. Zelos reserves the right to change Payment Processors at any time.

4.6 Refunds; Holds

All buy-ins are final and Zelos will not, and is not obligated to, provide any refunds or otherwise return paid-in funds to any User, except as expressly set forth in these Terms. Users agree that Zelos reserves the right to manage risks associated with providing the Services by withholding payouts to any or all participants in a Contest at Zelos’ sole discretion if Zelos suspects or detects fraud or other illicit activity (whether with respect to the Contest generally or the payment specifically), or Zelos otherwise believes that there is a risk of chargeback or reversal of a User’s payment or payments.

4.7 Taxes

You acknowledge and agree that you are solely responsible for the payment of any taxes associated with any winnings or other amounts paid to you by Zelos through the Services. Zelos will not withhold or make payments for any applicable taxes or other amounts. If you have created an account through the Services with the Payment Processor for purposes of receiving payouts, you should also be able to access applicable tax documents issued by the Payment Processor to you in connection with your activities on the Services. Furthermore, nothing in these Terms or related to your use of the Services (whether as a Creator, other User, or otherwise) is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Zelos and you or any other Contest participant.

5.1 User Content

“User Content” means any and all information and content that a User submits to, or uses with, the Services (e.g., information you include in your profile, content you upload into or create through use of a feature on Services, the content of any messages you create using in-App messaging features within the Services). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate Section 6. You further represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in your User Content. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Zelos. Because you are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates Section 6. Zelos is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

5.2 License

You hereby grant (and you represent and warrant that you have the right to grant) to Zelos an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of performing the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

5.3 Enforcement

We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate Section 6 or any other provision of the Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 13, and/or reporting you to law enforcement authorities.

5.4 Feedback

If you provide Zelos with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Zelos all rights in such Feedback and agree that Zelos shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Zelos will treat any Feedback you provide to Zelos as non-confidential and non-proprietary. You agree that you will not submit to Zelos any information or ideas that you consider to be confidential or proprietary.

You agree not to:

7.1 Generally

You may have the opportunity to provide us with your e-mail address. By providing your email address to us, you consent to receive email communications from Zelos. Communications from us may include communications about the Services including communications about your Account or a Contest you have registered for. If you download the mobile application, we may send you push notifications regarding your use of the Services.

7.2 Electronic Communications

The communications between you and Zelos use electronic means, whether you use the Services or send us emails, or whether Zelos posts notices on the Services or communicates with you via email. For contractual purposes, you

• consent to receive communications from Zelos in an electronic form; and
• agree that all terms and conditions, agreements, notices, disclosures, and other communications that Zelos provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

You agree to indemnify and hold Zelos (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of

• your use of the Services,
• your User Content,
• your violation of the Agreement,
• your violation of applicable laws or regulations, or
• any claims or damages arising from or related to your participation in Contest, including claims brought by other Users or third parties.

Zelos reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Zelos. Zelos will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

9.1 Third-Party Links and Applications

The Services may contain links to third-party websites and services, and applications for third parties (collectively, “Third-Party Links and Applications”). Such Third-Party Links and Applications are not under the control of Zelos, and Zelos is not responsible for any Third-Party Links and Applications. Zelos provides access to these Third-Party Links and Applications only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Applications. You use all Third-Party Links and Applications at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links and Applications, the applicable third-party’s terms and policies apply, including the third-party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links and Applications.

9.2 Other Users

Each User of the Services is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other users are solely between you and such users. You agree that Zelos will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any user of the Services, we are under no obligation to become involved. Provided, however, we reserve the right to intercede in such disputes at our sole discretion.

Zelos is not a party to any offline arrangements made through our Services. Zelos does not conduct or require background checks on Users and does not attempt to verify the truth or accuracy of statements made by Users in their Accounts or communications on the Services. Zelos makes no representations or warranties concerning the conduct or Content of any Users or their interactions with you.

9.3 Referrals

You may have the opportunity to refer users to the Services. Please review the Zelos Arenas Referral Program Terms and Conditions for more information.

You hereby release and forever discharge Zelos (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including interactions with any other users of the Services or any Third-Party Links and Applications). If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by Zelos or for fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services.

11.1 Generally

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND NO GUARANTEES REGARDING OUTCOMES OR PERFORMANCE. WE HAVE NO LIABILITY FOR RESULTS IN CONNECTION WITH THE SERVICES OR THE ACTIONS OR OMISSIONS OF ANY USER. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT WHETHER PROVIDED BY ZELOS OR ANOTHER USER OF THE SERVICES. ZELOS AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE AND OUR SUPPLIERS MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO ANY PART OF THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11.2 No Background Checks

YOU ACKNOWLEDGE AND UNDERSTAND THAT ZELOS DOES NOT CONDUCT CRIMINAL BACKGROUND OR IDENTITY VERIFICATION CHECKS ON ITS USERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF ITS USERS. ZELOS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT, IDENTITY, INTENTIONS, LEGITIMACY, OR VERACITY OF ITS USERS. YOU MUST USE YOUR OWN JUDGEMENT AND DISCRETION WHEN MEETING OTHER USERS FOR A CONTEST OR ANY OTHER REASON.

11.3 No Liability for Conduct of Third Parties

YOU ACKNOWLEDGE AND AGREE THAT ZELOS IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ZELOS LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OR THE OPERATORS OF EXTERNAL SITES OR FACILITIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THE VIEWS AND OPINIONS OF USERS MAY NOT REFLECT THE VIEWS AND OPINIONS OF ZELOS.

11.4 No Liability for Conduct of Other Users or Contests

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT ZELOS DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. ZELOS is a platform intended to facilitate connections between users, including by allowing users to CREATE or JOIN CONTESTS. You agree and acknowledge that ZELOS IS not responsible for ANY CONTESTS, INCLUDING the safety or legality of such CONTESTS, that you sponsor or promote (as a CREATOR), or that you attend (as a participant), that leads to illegal activity, violence OR ANY OTHER HARM, INJURY OR DAMAGE TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ZELOS OR OUR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR ANY PART THEREOF, EVEN IF ZELOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO FIFTY ($50) DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ZELOS AND YOU.

13.1 Term

This Agreement commences on the date when you accept it (as described in the preamble above) and remain in full force and effect while you use the Services or maintain an Account, unless terminated earlier in accordance with this Agreement.

13.2 Termination

Zelos has the right to suspend or terminate the function or existence of all or any part of the Services and/or your Account at any time, and without notice as it deems advisable, including where you violate this Agreement, as required by law, or due to security or welfare concerns. To the extent permitted by applicable law, Zelos shall not be liable to you or any third party(s) for any loss or damage that is caused by or arises from or in connection with any such suspensions or terminations. You may terminate this Agreement, your Account or your access to the Services at any time, for any reason by sending an email to: support@zelosarenas.com.

13.3 Effect of Termination

Termination of your Account includes removal of access to the Services and barring of further use of the Services and also includes deletion of your password and all related information, files and data associated with or inside your Account (or any part thereof), including your User Content. Upon termination of your Account, your right to use the Services will automatically terminate immediately. You understand that any termination of your Account may involve deletion of User Content associated therewith from our live databases, however we may retain certain User Content pursuant to our internal retention policies and such User Content will be used and processed in accordance with our Privacy Policy. All provisions of this Agreement which by their nature should survive, shall survive termination of your Account, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. Please note that if you would like to terminate your account with our Payment Processor, you must do so in accordance with the instructions provided by such Payment Processor. Closing your account with Zelos will not result in termination of your account with an applicable Payment Processor. Zelos currently uses Stripe as a Payment Processor. To close your account with Stripe, you must follow the instructions set forth in Stripe’s policies located at https://support.stripe.com/questions/close-a-stripe-account.

Zelos respects the intellectual property of others and asks that Users do the same. In connection with our delivery of the Services, we have adopted and implemented a copyright policy that provides for the removal of any infringing materials posted to the Services and for the termination, in appropriate circumstances, of the accounts of Users who are repeat infringers of intellectual property rights, including copyrights. If you believe that a User is unlawfully infringing the copyright(s) in a work through its use of the Services, and wish to have the allegedly infringing material removed, provide the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) to our designated Copyright Agent:

• your physical or electronic signature;
• identification of the copyrighted work(s) that you claim to have been infringed;
• identification of the material on the Services that you claim is infringing and that you request us to remove;
• sufficient information to permit us to locate such material;
• your address, telephone number, and e-mail address;
• a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

Zelos’ designated Copyright Agent:

Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires that you and Zelos arbitrate disputes against one another.

Dispute Resolution

PLEASE BE AWARE THAT THIS SECTION 15 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND ZELOS HAVE AGAINST EACH OTHER WILL BE RESOLVED. AMONG OTHER THINGS, THIS SECTION 15 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND ZELOS BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THIS SECTION 15 CAREFULLY.

15.1 Applicability of Arbitration Agreement

Subject to the terms of this Arbitration Agreement, you and Zelos agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or the Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that:

For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of these Terms.

15.2 Informal Dispute Resolution

There may be instances when a Dispute arises between you and Zelos. If that occurs, Zelos is committed to working with you to reach a reasonable resolution. You and Zelos agree that good-faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually-beneficial outcome. You and Zelos therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good-faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you also agree to participate in the conference.

15.3

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which Informal Dispute Resolution Conference must occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed-upon by the parties in writing. Notice to Zelos that you intend to initiate an Informal Dispute Resolution Conference should be sent by e-mail to support@zelosarenas.com or regular mail to our offices located at Zelos Arenas, Inc., 357 S. Bannock St., Unit 601, Denver, CO 80223; Attn: Zelos Operations. The Notice must include:

• your name, telephone number, mailing address, e-mail address associated with your account (if you have one);
• the name, telephone number, mailing address and e-mail address of your counsel, if any; and
• a description of your Dispute.

The Informal Dispute Resolution Conference will be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party’s receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement will prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines will be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

15.4 Waiver of Jury Trial

[YOU AND ZELOS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY]. You and Zelos are instead electing that all Disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection titled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

15.5 Waiver of Class and Other Non-Individualized Relief

YOU AND ZELOS AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 15.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor will it, affect the terms and conditions under the subsection 15.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Zelos agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and may be litigated in the state or federal courts located in Denver, Colorado. All other Disputes will be arbitrated or litigated in small claims court. This subsection does not prevent you or Zelos from participating in a class-wide settlement of claims.

15.6 Rules and Forum

These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of Notice, you and Zelos agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at https://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at https://www.jamsadr.com, or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS rules.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include:

If the party requesting arbitration is represented by counsel, the Request will also include counsel’s name, telephone number, mailing address, and e-mail address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that:

Unless you and Zelos otherwise agree, or the Batch Arbitration process discussed in subsection 15.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the applicable JAMS rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.

You and Zelos agree that all materials and documents exchanged during the arbitration proceedings will be kept confidential and will not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

15.7 Arbitrator

The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Colorado and will be selected by the parties from the JAMS roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then JAMS will appoint the arbitrator in accordance with the applicable JAMS rules, provided that if the Batch Arbitration process under subsection 15.9 (Batch Arbitration) is triggered, JAMS will appoint the arbitrator for each batch.

15.8 Authority of Arbitrator

The arbitrator will have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following:

The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection titled “Batch Arbitration.” The arbitrator will have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

15.9 Attorneys’ Fees and Costs

The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Zelos need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover its reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

15.10 Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and Zelos agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Zelos by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30)-day period (or as soon as possible thereafter), JAMS will

• administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests);
• appoint one arbitrator for each batch; and
• provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

15.11

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS will appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees will be paid by Zelos.

15.12

You and Zelos agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include:

This Batch Arbitration provision will in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

15.13 Thirty (30)-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Zelos Arenas, Inc., 357 S. Bannock St., Unit 601, Denver, CO 80223; Attn: Zelos Operations, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the e-mail address you used to set up your Zelos account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

15.14 Invalidity, Expiration

Except as provided in the subsection titled “Waiver of Class or Other Non-Individualized Relief,” if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect. You further agree that any Dispute that you have with Zelos as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time-barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

15.15 Modification

Notwithstanding any provision in these Terms to the contrary, we agree that if Zelos makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Zelos at: Zelos Arenas, Inc., 357 S. Bannock St., Unit 601, Denver, CO 80223; Attn: Zelos Operations, your continued use of the Services, including the acceptance of products and services offered on or through the Services, following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or the Agreement, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Zelos will continue to honor any valid opt-outs of the Arbitration Agreement that you made to a prior version of these Terms.

16.1 App Stores

You acknowledge and agree that the availability of the App and the Services that rely on the App is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Zelos and not with the App Store. Zelos, not the App Store, is solely responsible for the Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). To use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the App and related Services. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it. You acknowledge that neither Apple nor Google (each, an “App Provider”) has any obligation whatsoever to furnish any maintenance and support services with respect to the App Store -Sourced Application. In the event of any failure of the App Store-Sourced Application to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App Store-Sourced Application to you and to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App Store-Sourced Application. As between Zelos and the App Provider, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Zelos. You and Zelos acknowledge that, as between Zelos and the App Provider, the App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App Store-Sourced Application or your possession and use of the App Store-Sourced Application, including, but not limited to:

You and Zelos acknowledge that in the event of any third-party claim that the App Store-Sourced Application or your possession and use of the App Store-Sourced Application infringes that third party’s intellectual property rights, as between Zelos and the App Provider, Zelos, not the App Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store-Sourced Application.

16.2 Assignment

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Zelos’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Zelos may assign or transfer any rights or obligations under this Agreement without your prior written consent as part of a corporate reorganization, or upon a change of control, consolidation, merger, or a sale of all or substantially all of its business or assets.

16.3 Force Majeure

Zelos shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

16.4 Governing Law

THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE COLORADO, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. To the extent the parties are permitted under the Agreement to initiate litigation in court, both you and Zelos agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Denver, Colorado.

16.5 Notice

Where Zelos requires that you provide an email address, you are responsible for providing Zelos with your most current email address. In the event that the last email address you provided to Zelos is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Zelos’ dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Zelos at the following address: Zelos Arenas, Inc., 357 S. Bannock St., Unit 601, Denver, CO 80223; Attn: Zelos Operations. Such notice will be deemed given when received by Zelos by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

16.6 Waiver

Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16.7 Severability

If any portion of the Agreement is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.

16.8 International Users

The Site and other parts of the Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Zelos intends to announce such services or content in your country. The Services are controlled and offered by Zelos from its facilities in the United States of America. Zelos makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

16.9 Export Control

The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Zelos, or any products utilizing such data, in violation of the United States export laws or regulations.

16.10 Copyright/Trademark Information

Copyright © 2024, Zelos Arenas, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You may not use any Mark without our prior written consent or the consent of the third party that owns the Mark. All goodwill generated from use of any Marks owned by Zelos will inure to Zelos’ benefit.

16.11 Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to the Services, please contact us at the contact information below. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. In addition, in accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

16.12 Entire Agreement

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

16.13 Contact Information