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Guilds User Agreement

TERMS OF SERVICE1. General.A. Legal Contract. These Terms of Service (“Terms”) are a legal contract between Guilds Inc. and its parents, subsidiaries, affiliates, (“us” or “our” or “we”) and you (“you” and “yours”) that governs your use of our cryptocurrency wallet service (the (“Wallet”) and your use of the Wallet to play real-money skill-based game with which the Wallet is integrated (“Game”). We are a company registered in the State of Delaware, United States. Our website is http://www.guilds.finance (“Website”). Please contact us at support@guilds.finance for any general support inquiries. Any privacy policy or GDPR inquiries should also be directed to privacy@guilds.finance.B. Additional Scope. In addition to your use of the Wallet and the Game, these Terms also govern your use of and interaction with our related websites (including the Website), materials, tools, and services that we provide, all of which are referred to in these Terms as the “Services.” The Services are operated by us and offered to you for your personal, non-commercial use and entertainment. Your use of the Game and the Services (including but not limited to accessing our Website) is subject to the following Terms (including Section 9B “Arbitration; Waiver of Class Action,” as well as our Privacy Policy, which is incorporated in these Terms), and all applicable laws.C. Agreement. PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE CREATING AN ACCOUNT WITH US, PLAYING OUR GAME, OR USING ANY OF OUR SERVICES, INCLUDING OUR WEBSITE AND THE WALLET. YOU CANNOT CREATE AN ACCOUNT, PLAY OUR GAME, FUND THE WALLET OR WITHDRAW FROM THE WALLET OR USE ANY OTHER SERVICE IF YOU DO NOT ACCEPT THESE TERMS. BY CREATING AN ACCOUNT, PLAYING THE GAME, FUNDING THE WALLET, USING ANY OF THE OTHER SERVICES, INCLUDING THE WEBSITE OR BY CLICKING “I ACCEPT,” YOU AFFIRMATIVELY INDICATE THAT YOU HAVE:(i) READ AND ACCEPT THESE TERMS;(ii) AGREE TO BE BOUND BY THESE TERMS; AND(iii) ARE AUTHORIZED AND ABLE TO ACCEPT THESE TERMS.D. Arbitration, Class Action Waiver, and Dispute Resolution. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE (“CLAIM”) ARISING OUT OF OR RELATING TO THESE TERMS AND/OR OUR WALLET, GAME, WEBSITE, OR ANY OTHER SERVICES MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN SECTION 9 BELOW. PLEASE READ SECTION 9 CAREFULLY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY.E. Changes to these Terms. We reserve the right to change, revise, or otherwise modify these Terms at any time, with or without notice. We will strive to post any such changes on our website, but it is solely your responsibility to review and read the Terms, as they may change from time to time. Continued use of the Services and use of the Game means you accept and agree to be bound by the revised Terms. We strongly suggest that you periodically review these Terms for any changes.F. Violation of these Terms. If you violate any of these Terms or if we believe that you have violated these Terms or any applicable law, we may terminate your Account with or without notice, limit or restrict your access to the Services (including the Game). Taking any action against you listed in this paragraph does not limit our ability to take any other action permitted by law or to pursue any other legal or equitable remedies that may be available, including without limitation damages and injunctive relief.G. User Eligibility. To be eligible for an Account, to use our Services and Wallet, and play our Game, you must:(i) be a natural person who is at least 18 years of age or older;(ii) have the power and ability to enter into a contract with us;(ii) be physically located within a jurisdiction in which use of our Services, our Wallet, and playing the Game is unrestricted and not otherwise prohibited by that jurisdiction’s laws;(v) not be in violation of any state, local, federal, or other law when accessing your Account, your Wallet, and playing the Game; and(vi) at all times abide by these Terms.If you violate any of these requirements at any time, we may suspend or close your Account, prohibit your access to the Wallet and/or Services (including the Game), and take any other action to protect our rights as may be permitted under applicable law. We may take these actions with or without notice.H. Game of Skill.(i) The Game is a skill-based espsorts-style contest, where the player with the highest score wins. All players compete on the same terms and start on a level playing field. For example, where applicable, players start on the same map, move their avatars around the same environment, have access to the same power-ups, etc. The Game does not involve any material or predominant element of chance. Accordingly, like any esports or traditional sports competition, the Game is a “game of skill.”(ii) IMPORTANT: While we may restrict the Game’s availability in certain jurisdictions, it is solely your responsibility to determine your jurisdiction’s laws and ensure your compliance therewith. We disclaim any and all liability related to your non-compliance with your local jurisdiction’s laws or rules as related to the Game.I. No Investment Value or Intent. The Game, Wallet, Website, and Services are solely for entertainment purposes. You agree that you are playing the Game (including where you are playing for real money prizes using our Wallet), accessing the Website, and using our Services for entertainment purposes only (and no other purposes). ADDITIONALLY, YOU EXPRESSLY REPRESENT AND WARRANT THAT YOU ARE NOT PLAYING THE GAME, USING THE WALLET, ACCESSING THE WEBSITE, OR OUR SERVICES WITH ANY EXPECTATION TO EARN A PROFIT OR OTHERWISE AS AN INVESTMENT. If you access or use (or attempt to access or use) our Game, Wallet, Website, or Service for any purpose other than personal entertainment, you are in violation of these Terms. Any cryptocurrency transferred using the Wallet or won as a prize in the Game is not guaranteed to have any future value on the secondary market, which value may be zero at any given time. Further, cryptocurrency is inherently volatile and we take no responsibility and disclaim all liability for any value or market fluctuations, delays in transmission, withdrawal, or deposit of cryptocurrency using our Wallet.2. User Account.A. Registration and Username. To register for an Account and Wallet, you must provide a valid telephone number, which we will use to assign you a Wallet. Please ensure that your access credentials are kept secret, as you are responsible for all activity associated with your Account and Wallet.B. Use of the Account. As the holder of the Account and Wallet, you are the sole person responsible for complying with these Terms. You are also the sole person entitled to the benefits associated with using the Account and Wallet. You are prohibited from allowing any other person to (i) access your Account or Wallet; (ii) use the Services (including the Game) through your Account; (iii) accept or use any prizes or other winnings. Your Account and Wallet are not transferrable to any other person and may not be merged with any other account or wallet.C. Compromised Account. You agree to immediately notify us of any unauthorized use of your username, password, Account, or Wallet, or any other security breach, whether actual, threatened, or suspected, associated with your Account or the Services.D. Use of Information Collected. We may use the information you provide us to send you periodic promotional materials, special announcements, and other related communications consistent with our Privacy Policy. You have the opportunity to opt out of these communications at any time. Additionally, we may use the information your provide us, as well as the information regarding your usage of our Services with third parties such as the underlying Game developer, ad networks, and others for various tracking and informational purposes.3. Services and Related Software.A. Services. We may at any time, with or without prior notice to you, (i) modify, suspend, or terminate your access to the Services (including the Game) without any liability to you and for any reason (or no reason) whatsoever; (ii) interrupt access to the Services at any time and without liability for the purposes of maintenance, repairs, and patching. To the extent that any such actions affect access to the Wallet, we will engage in reasonable efforts to preserve and maintain all deposits and prizes therein; however, without limiting the general disclaimers herein, we are not responsible for any blockchain errors, glitches, hacks, misuse, code failures, transmission errors, third-party hacks or cyberattacks, that may impact your ability to access the Wallet and any cryptocurrency associated with the Wallet.B. Software. To access the Game and use our Services, you may be required to download certain software and associated program interfaces, license keys, and patches (“Software”) on your device. By downloading the Software, you agree and understand that periodic updates may be necessary and if you do not allow access for the purposes of updates, the Software may no longer be usable and you may no longer be able to access the Game.4. The Game and Wallet Integration.A. Account Funding and Fees. The Game uses cryptocurrency as entry fees and pays out the prizes or purses to the winners in the corresponding cryptocurrency. However, you are not required to purchase, convert, or own any cryptocurrency or fund a Wallet to play or enjoy the Game.B. Wyre Integration. The Game uses Zebedee LLC, which is a registered money service business (NMLS ID: 2188007). By playing the Game and using our Services, you authorize us to engage with Zebedee LLC. and provide them with your information. Additionally, you expressly understand and agree to the Wyre Payments, Inc., User Agreement, available at: https://zebedee.io/termsC. Payment of Fees. All Game entry fees and other fees are deemed prepaid and nonrefundable. You shall be responsible with any additional transaction fees associated with any purchase of any cryptocurrency, exchange of any cryptocurrency, or withdrawal or transfer of any cryptocurrency to another account or cryptowallet. It is your sole responsibility to determine what amounts you are able to deposit for use in the Game and you take full and sole responsibility for the funds you deposit. We are not liable to you for any delays in processing, gameplay, or withdrawals, and you assume the sole risk that you may lose any cryptocurrency, money, or other assets that you contribute through gameplay.D. Prizes to Winners. If you or your team wins a real-money game, you will be awarded a purse or prize for its performance in the cryptocurrency used to pay the entry fees. In most cases, the awarded amount will be credited to the owner’s Wallet within 24 to 48 hours subject to integrity review and verification. We reserve the right to extend the review period in our sole and absolute discretion to identify any potential issues, including suspected cheating or other violations of these Terms or any other applicable policies or laws. We expressly disclaim any liability or damages that you may incur as a result of such review and/or delay. The amount of the prize is disclosed to the players and predetermined ahead of the start of each contest.E. Taxes. You are solely responsible for paying all federal and other taxes in accordance with the laws that apply in your local, state, province, and/or country of residence. We are not responsible for or liable for any of your tax obligations and liabilities. We make no representations about the tax treatment of any cryptocurrency or any other aspect of the Game, Wallet, Website, or our Services.F. Restrictions on Use. You may not use, copy, reproduce, or redistribute the Services, Software, Wallet, or Game or related or derivative products or services without our express written permission. You may not engage in, or assist others to engage in, conduct that would damage or impair our property including, without limitation: (i) copying, distributing, transmitting, displaying, performing, framing, linking, hosting, caching, reproducing, publishing, licensing, or creating derivative works from any information, software, products or services obtained from us; (ii) providing unauthorized means through which others may use Services such as through server emulators or IP spoofing programs; (iii) taking actions that impose an unreasonable or disproportionately large load on network infrastructure, or that could damage, disable, overburden or impair our Services, Wallet, or Game; (iv) interfering with any other party’s use and enjoyment of Services, Wallet, and/or Game (including cheating); and/or (iv) attempting to gain unauthorized access to third party accounts, the Service, Wallet, Software, or the Game.G. Conditions of Participation; Rules of Conduct. By playing the Game, players agree to be bound by these specific Rules of Conduct and our decisions and interpretations with respect thereto, which shall be final and binding in all respects. We, in sole discretion, may disqualify any entrant from a contest, refuse to award benefits or prizes and require the return of any prizes, if a player engages in conduct or otherwise utilizes any information that we deem to be improper, unfair or otherwise adverse to the operation of the Game or is in any way detrimental to other players.(i) Prohibited conduct includes:A. Engaging in any type of financial fraud including unauthorized use of credit instruments to enter a contest, play the Game, purchase or transact in any cryptocurrency or claim a prize;B. Colluding with any other individual(s) or engaging in any type of syndicate play;C. Any violation of these Rules of Conduct or any other Terms;D. Using a single Account to participate in a contest on behalf of multiple entrants or otherwise collaborating with others to participate in any contest or playing the Game;E. Using automated means (including but not limited to scripts and third-party tools) to interact with our Services, Wallet, Software, or Game in any way;F. Using automated means (including but not limited to harvesting bots, robots, parser, spiders, aim bots, or screen scrapers) to obtain, collect or access any information from our Services, Wallet, Software, or Game or other players;G. Tampering with the administration of a contest or trying to in any way tamper with the computer programs or any security measure associated with our Game, Website, or Service;H. Obtaining other players’ information and spamming other players; orI. Abusing or misusing our Services, Wallet, Software, or Game in any way;J. Harassing any players through any means, including but not limited to any Game chat, Discord, posts, or other interactions. We have a zero-tolerance policy towards any conduct that we deem inappropriate in our sole discretion, and reserve to take any action that we deem appropriate in response, with or without prior notice. Our Game is an entertainment platform and we strive to ensure that all users are treated equally and feel comfortable interacting with our Services, playing our Game, and otherwise using any of our products;K. Using or attempting to use our Game, Wallet, or Services for the purpose of investment, whether individually or in a group; claiming our Game, Wallet, or Services can result in financial gains or profits; using our Game, Wallet, or Services in conjunction with your own financial instrument or financial product, whether or not such activities result in gains or actual profits;L. Using or attempting to use our Game, Wallet, or Services in association with any sort of betting, bookmaking, or wagering service or product (including centralized bookmaking and peer-to-peer wagering);

M. Using our Game, Wallet, or Services to violate the law in any manner.
H. Termination/Cancellation of Contest and Refund of Entry Fee. Prior to the start of any contest, we reserve the right at any time to terminate and cancel any contest for any or no reason at all. Our termination and cancellation right is absolute. Players who have paid entry fees for a terminated or cancelled contest will have their entry fees refunded through a credit to their Wallet or account; however, we reserve the right to refuse refund to any player who violates these Terms.I. No Limitation on our Remedies. Players further acknowledge that the forfeiture and/or return of any prize amount shall in no way prevent us from pursuing criminal or civil proceedings in connection with such conduct.J. Waiver and Indemnification. By entering into a contest, contributing or paying in cryptocurrency to the Wallet, registering an account, linking a cryptowallet, or otherwise interacting with our Game, Wallet, Services, and Website, you agree to indemnify, release and to hold harmless us, our affiliates and agents, as well as the officers, directors, employees, shareholders, attorneys, and any of their representatives (collectively, the “Released Parties”), from any and all liability, claims or actions of any kind whatsoever, including but not limited to injuries, damages, or losses to persons and property which may be sustained in connection with participation in the contest, playing our Game, acquiring or transacting in any cryptocurrency, the receipt, ownership, use or misuse of any prize or while preparing for, participating in and/or traveling to or from any contest related activity, as well as any claims based on publicity rights, defamation, or invasion of privacy. We may, in our sole and absolute discretion, require a player to execute a separate release of claims similar to the one listed above in this paragraph as a condition of being awarded or receiving any prize. We are not responsible for: any incorrect, invalid or inaccurate entry information; human errors; postal delays/postage due mail; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, deletions or defects of any telephone system or network, computer online systems, data, computer equipment, servers, providers, or software (including, but not limited to software and operating systems that do not permit an entrant to participate in a contest or any other Service associated transaction), including without limitation any injury or damage to any entrant’s or any other person’s computer or video equipment; inability to access the our Game, or any related Services; theft, tampering, destruction, or unauthorized access to, or alteration of, entries and/or images of any kind; data that is processed late or incorrectly or is incomplete or lost due to telephone, postal issues, computer or electronic malfunction or traffic congestion on telephone lines or transmission systems, or the Internet, or any service provider’s facilities, or any phone site or website or for any other reason whatsoever; typographical, printing or other errors, or any combination thereof. We are not responsible for incomplete, illegible, misdirected or stolen entries. If for any reason a contest is not capable of running as originally planned, or if a contest, computer application, or website associated therewith (or any portion thereof) becomes corrupted or does not allow the proper entry to a contest or other use of our Services in accordance with these Terms or applicable rules, or if infection by a computer (or similar) virus, bug, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes of any kind, in our sole opinion corrupts or affects the administration, security, fairness, integrity, or proper conduct of a contest or any other use of our Services, we reserve the right, at its sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, extend, modify or suspend the contest or other activity associated with our Services. If such cancellation, termination, modification or suspension occurs, notification will be given.K. Hacking. ANY ATTEMPT BY A PLAYER OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE THE GAME OR UNDERMINE THE LEGITIMATE OPERATION OF ANY CONTEST OR OTHER ACTIVITY RELATED TO OUR SERVICES IS A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.5. Legal and Regulatory Compliance.A. Gaming Laws. You understand and agree that laws and regulations regarding payment of prizes, participation in competitions, use of cryptocurrency, and playing the Game (“Gaming Laws”) vary between the various states in the United States and among the different countries of the world. We do not make any representation or guarantee that your ability to access the Services or the Game from any particular location means that your activities in relation to the Game and Services comply with all applicable laws. It is your sole responsibility to research and determine your own compliance with all applicable laws.B. Additional Laws. It is your sole responsibility to determine whether there are any laws that prohibit or restrict your ability to access the Services, play the Game, and/or transact in cryptocurrency (“Other Laws”). Even if you are able to access our Game, Website, Services, and purchase and transact a cryptocurrency, it is your responsibility to verify all applicable federal, state, and local laws and regulations to ensure that your activities related to the Services and the Game comply with all those laws and regulations. You expressly understand, agree, and acknowledge that you will not undertake any activities related to our Game, Wallet, Website, or Service (including purchasing and transacting in any cryptocurrency) that violate any law or regulation.C. Your Representations and Warranties to Us. In consideration of accessing and/or using the Services (including the Game and the Wallet), you represent and warrant that: (i) You have the right, capacity, and authority to agree to and to be bound by these Terms, to register for an Account, and to play the Game and participate in related races; (ii) You will comply with these Terms; (iii) All of the information that you provide to us at the time of Account registration and as we may request from time to time is accurate and complete to the best of your knowledge, and you will promptly notify us in writing of any inaccuracies or incompleteness; and (iv) you are located in a jurisdiction (whether state, territory, or country) where it is not unlawful for you to access the Game, Wallet, or the Services, purchase and transact in any cryptocurrency, and you may otherwise use the Services and play the Game without violating any applicable federal, state, local, or other law or administrative regulation.D. Illegal Use. You agree that you will not engage in, attempt to engage in, or assist others engaging in any illegal or unlawful conduct related to or utilizing the Services, Wallet, Software, or the Game, including but not limited to fraud, cheating, hacking, tampering, or any other conduct in violation of applicable civil or criminal laws.6. Indemnification. You agree that you will, at your own cost and expense, indemnify and hold us and our directors, officers, employees and agents harmless from and against any and all claims, disputes, liabilities, judgments, settlements, actions, debts or rights of action, losses of whatever kind, and all costs and fees, including reasonable legal and attorneys’ fees, arising out of or relating to (A) your breach of these Terms; (B) any or misuse of your Account, Wallet, the Software, the Services, and the Game by any person including yourself; (C) your violation of any applicable laws; and/or (D) your negligence or misconduct that results in actual or potential liability to us.7. Licensing and Ownership.A. User License. Subject to these Terms, we grant you a personal, nonexclusive, limited, non-transferable, non-assignable, non-sublicensable, limited license to install and run the Software and play the Game (as well as use the Wallet integration) on a device owned or controlled by you, solely for the purpose of accessing and using the Services and playing the Game in accordance with these Terms, and solely for personal entertainment purposes. You acknowledge that you are receiving licensed rights only. You may not directly or indirectly, or authorize any person or entity to: (i) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow or assist others to create the source code of the Software, the Game, or its structural framework; (ii) create derivative works of the Software, Wallet, or the Game; (iii) use the Software, Wallet, or the Game in whole or in part for any purpose except as expressly provided in these Terms; or (iv) disable or circumvent any access control or related device, process or procedure established with respect to the Software, Wallet, or the Game. You acknowledge that you have access to sufficient information such that you do not need to reverse engineer the Software or Game in any way to permit other products or information to interoperate with the Software. You are responsible for all use of the Software or the Game that is under your possession or control.B. Ownership. All Services, Wallet, Software, Game, and related materials, all logos, symbols, expansion names and symbols, play symbols, trade dress or “look and feel”, all digital assets and those portions of the Software, Wallet, Game, and Services (without limitation) which are our property as well as all derivative works or modifications of any of the foregoing, and all related and underlying intellectual property (including without limitation patents, trademarks, trade secrets and copyrights), are our sole and exclusive property. We reserve all rights not expressly granted herein. Except as expressly set forth herein, no right or license is granted hereunder, express or implied or by way of estoppel, to any intellectual property rights and your use of our Services, Wallet, Software, or playing the Game does not convey or imply the right to do so in combination with any other information or products.C. Cryptocurrency Ownership. Notwithstanding the foregoing, you retain absolute ownership and rights in all cryptocurrency that you may acquire and accumulate in your Wallet (whether through our Game, Website, or Services, or elsewhere), and all cryptocurrency that you purchase, win, or otherwise acquire. The cryptocurrency in your Wallet constitutes an immutable blockchain assets and not under our control. We do not claim any rights in or control over such cryptocurrency that is usable within our Game. Accordingly, we are not liable for or responsible for any transaction, purchase, sale, or acquisition of cryptocurrency that may occur between you and a third party not affiliated with us.8. Disclaimers and Liability Limitations.A. Disclaimer of Liability; No Warranty. IN NO EVENT SHALL WE, OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, ATTORNEYS, OR REPRESENTATIVES, BE LIABLE:(i) FOR ANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF OUR SERVICES, GAME, OR SOFTWARE OR THESE TERMS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF OURS HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF OUR GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT OUR GAME FAILED TO PROCESS A TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF YOUR ENTRY FEE, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.(ii) OUR SERVICES, WALLET, GAME, AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO OUR SERVICES, GAME, SOFTWARE, OF ANY PART THEREOF, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.(iii) We are not liable for any malfunction within our Game, Wallet, Software, or Services that may impact your gameplay or performance in our Game. The Game is solely for entertainment purposes. If you believe that there was a malfunction, glitch, or other issue that affected your Game experience, please contact our customer service.(iv) NEW TECHNOLOGY RISK: You acknowledge and understand that there may be issues and malfunctions with the smart contracts or network stability that may impact our provision of the Game, Wallet, Services, or Website. There may be a network failure or code error that may impact our provision of the Game, its stability, or integrity. We are not responsible for any such issues or malfunctions, including those that result in the loss of assets, such as cryptocurrency. By playing the Game, you voluntarily assume the risk of new technology, and while we will use our reasonable efforts to ensure Game stability and security, such stability and security cannot be guaranteed and you are contributing any assets to your account solely at your own risk.B. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE ARE NOT AND WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATING TO THESE TERMS OR ANY PRODUCTS OR SERVICES, INCLUDING THE GAME, GOVERNED BY THESE TERMS.C. Release of Us. If you have a dispute with one or more users or players in the Game (or users of the Services, Wallet, or Software), you release us, our affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees, attorneys, and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition to your indemnification obligations in Section 6, you agree to indemnify and hold us, our affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees, attorneys, and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of these Terms or your violation of any law, rule or regulation, or the rights of any third party.9. Dispute Resolution.

A. General. This Section 9 applies to any Dispute except for Disputes relating to the enforcement or validity of our intellectual property rights, which we may address through litigation or any other appropriate method without regard to this Section. The term “Dispute” means any dispute, action or other controversy between you and us concerning these Terms, the Services, the Game, or any other product, service or information we make available to you, whether in contract, warranty, tort, statute, regulation, ordinance or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law. In the event of a Dispute, you or we must give the other a Notice of Dispute, which is a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, any supporting evidence (such as communications or screenshots), and the relief requested. You must send any Notice of Dispute by email to contact@guilds.finance. We will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address, and you agree to receive any Notices of Dispute by mail, email, telephone call, or text message (depending on the contact information that we have). The parties will strive to negotiate and attempt to resolve the dispute for a period of at least sixty (60) days (“Formal Complaint Process”). After the sixty (60) day period, either party may initiate arbitration as provided in this Section. You agree to use the Formal Complaint Process before initiating arbitration or any small claims case.D. Arbitration; Waiver of Class Action. If we cannot resolve the dispute through the Formal Complaint Process above, you and we agree that any dispute arising out of or relating to this Agreement and our Privacy Policy, including, without limitation, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation, or any other legal theory, shall be resolved through binding arbitration, on an individual basis (the “Arbitration Agreement”). Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class and non-representative) basis.Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination of any contract or other relationship or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The law of this Arbitration Agreement shall be Delaware law.CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND US ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.The arbitration will be conducted by a single, neutral arbitrator and shall take place telephonically, via video conferencing technology, or in the State of Delaware, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award and the arbitral decision may be enforced in any court. An arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. At your request or at the order of the arbitrator, hearings may be conducted in person or by telephone or via video conferencing technology, and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. To the extent permitted by law, the prevailing party in any action or proceeding to enforce this Agreement, any arbitration pursuant to this Agreement, or any small claims action shall be entitled to costs and attorneys’ fees.The arbitrator shall apply the laws of the State of Delaware, without reference to its conflict of laws principles.You have the right to opt out of and not to be bound by the arbitration and class action waiver provisions set forth in these Terms. To exercise this right, you must send written notice of your decision by email to contact@guilds.finance. Your notice must include your name, mailing address, and user name associated with your Account, and state that you do not wish to resolve disputes with us through arbitration. To be effective, this notice must be postmarked or deposited or received by us (if sent by email) within 30 days of the date on which you first accepted these Terms unless a longer period is required by applicable law; otherwise you will be bound to arbitrate disputes in accordance with this section. You are responsible for ensuring that we receive your opt-out notice, so you may wish to send it by a means that provides for a delivery receipt. If you opt out of these arbitration provisions, we will not be bound by them with respect to any Disputes with you.10. Miscellaneous Provisions.A. Entire Agreement. These Terms are the entire agreement between you and us. There are no other agreements, any prior agreements, arrangements, or understandings have been merged into these Terms.B. Severability. To the extent that any part of the Terms is found to be unenforceable or invalid by a court, the unenforceable or invalid portion shall be severed from the rest of the Terms, and the remaining Terms shall be given their full effect to the maximum extent permitted by law.C. Notices to You by Email, Telephone, or Text Message. You agree that we may provide any and all notices to you via email to the email associated with your Account or phone number associated with your account (including through text message) and that all such notices shall be deemed given at the time that they are sent.D. Assignment. We may assign these terms at our discretion, in whole or in part, at any time without any notice to you. You may not assign these Terms or any license given to you by us in relation to the Terms.E. Privacy Policy. These Terms incorporate our Privacy Policy, as if the Privacy Policy were set forth in its entirety here. The Privacy Policy explains the policies put in place and used by us to protect your privacy as you play the Game or otherwise use our Services. We receive, store and use all information that you submit to us and all information you submit in registering for an Account and using the Game, in accordance with the Privacy Policy, so please read it carefully. Like these Terms, the Privacy Policy may change from time to time, and your continued access to your Account, use of the Services and the Game indicates your acceptance of the Privacy Policy as amended, and thus it is important for you to periodically access and review the Privacy Policy.

Guilds Privacy Policy

Effective as of October 27, 20231. General.
Guilds Inc., its parents, subsidiaries, and affiliates, (collectively “Company,” “we,” or “us”) values your privacy. In this Privacy Policy (“Policy”), we describe how we collect, use, and disclose information that we obtain about users of our Website (the “Website”), our skill-based first-person shooter game (“Game”), integrated gaming cryptowallet (“Wallet”) and the related websites, materials, tools, and services that we provide, all of which are collectively referred to as the “Services.” By using our Services and playing the Game you agree that your information will be handled as described in this Policy. Your use of our Services, and any dispute over privacy, is subject to this Policy and our Terms of Service, incorporated by reference herein, including its applicable limitations on damages and the resolution of disputes. Please direct any general inquiries to contact@guilds.finance and any privacy policy-related inquiries (including those related to GDPR) to privacy@guilds.finance.2. Collection of Information.
We collect information directly from you and by automated means as set out below. The type of information that we collect from you depends on your particular interaction with our Services and Game, but generally includes the below information.3. Information We May Collect From You.A. Account and Registration. We require Users to provide their phone number as part of the registration process. Additionally, we require Users to verify that they are at least 18 years of age and their location.B. Identification Verification. We may collect certain personal information, such as first name, last name, shipping address, phone number, and Social Security number, to verify your identity when you deposit or withdraw cash from your account and by us and certain third-party service providers to monitor for fraudulent activity and verify that you can legally participate in competitions and receive prizes.C. Feedback. We collect and maintain records of customer service and other communications with users including survey responses, questions or comments sent to us (including the nature of the nature of the request, name and contact information), resumes provided, or other similar activities. This information may be used to enhance the Services or the Game, to market to you or others, and to allow us to make appropriate hiring decisions if submitted for that purpose.D. Usage Data. We automatically collect information about your use of our Services and the Game through cookies, local storage, analytics tools and other technologies, such as your device ID, location information, device name and model, operating system type, name and version, the length of time that you are using our Services and your activities within our Services (“Usage Data”). We may combine Usage Data with other information that we have collected about you. Please see the section “Analytics and Tracking” below for more information.E. Interactions and Activities. We collect information about your activities in the Game, such as competitions played, scores, game outcomes, and rankings. We collect your geolocation information for purposes of verifying that you are in state, province, or country where our Game and Services are offered, and for our own due diligence and verification purposes.4. Personal Information That You May Voluntarily Provide to Us:A. In certain specific situations, you may provide certain Personal Information to us voluntarily. Said Personal Information could include email address, phone number, name, SSN, bank information and government identification numbers. For the purposes of the California Consumer Privacy Act (“CCPA”) this section provides the disclosure of categories of Personal Information we collect regarding the same.B. Your phone number, and we may also ask for your email address to access certain features in our Services. Your email address may also be used for marketing and promotional emails as allowed by applicable law.C. Username, if applicable, to allow you to use the Services. Your username, name, password and email address are collectively referred to as your “Account Information”.D. Birth date to verify that you are over the age of 18.E. Phone number to allow us to contact you, allow for the use of the Services, and to prevent fraud.F. Your mobile device’s unique device ID or your IP address to prevent fraud.G. Any Personal Information you choose to add to your profile, such as an image. This Personal Information is used to enhance your use of the Services.H. Personal Information you may choose to submit to us through surveys, sending questions or comments, providing a resume, or other similar activities. This information may be used to enhance the Services, to market to you or others, and to allow us to make appropriate hiring decisions if submitted for that purpose.I. Geolocation data to ensure you are not attempting to play the Game for real money wagers in a jurisdiction that does not allow for real money wagering.5. Use of Information. We use your information, including your personal information, for the following purposes:A. Providing and Improving Our Services and Game. To provide and maintain our Services and Game; to provide troubleshooting; to improve our Services and Game; to develop new features, products, or services; to perform technical operations, such as updating software; and for other customer service and support purposes.B. Marketing and Communications. To communicate with you about your account and use of our Services via email and push notifications, including to send you product updates; to respond to your inquiries; to provide you with news and newsletters, special offers, promotions, and other information we think may interest you; and for other informational, marketing, or promotional purposes. Please see the Your Choices section for more information about how to change your communications preferences.C. Research and Analytics. To better understand how users access and use our Services and play our Game, and for other research and analytical purposes, such as to evaluate and improve our services and business operations and to develop additional products, services and features.D. Protecting Rights and Interests. To protect the safety, rights, property, or security of our Company, the Services, the Game, any third party, or the general public; to detect, prevent, or otherwise address fraud, security, or technical issues; to prevent or stop activity that we consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity; to use as evidence in litigation; and to enforce this Policy and our Terms of Use.E. Legal Compliance. To comply with applicable legal or regulatory obligations, including as part of a judicial proceeding; to respond to a subpoena, warrant, court order, or other legal process; or as part of an investigation or request, whether formal or informal, from law enforcement or a governmental authority.F. General Business Operations. Where appropriate for the administration of our general business, accounting, recordkeeping and legal functions. As part of our routine business administration, such as employee training, compliance auditing and similar internal activities.6. Disclosure of Information. Guilds respects user privacy and will where feasible and permitted by law, will never share personally identifiable information about our users, except user names. In general, we may share your information, including personal information, as follows:A. Users. User scores, achievements and leaderboard placement, as well as user name and other user activity within the Game may be viewable by other users, such as participation in competitions. Users may also choose to share a game or competition on their personal social media accounts.B. Service Providers. We may disclose the information we collect from you to service providers who perform functions on our behalf.C. Business Transfers. We may disclose your information to another entity in connection with an acquisition or merger, sale or transfer of a business unit or assets, bankruptcy proceeding, or as part of any other similar business transfer, including during negotiations related to such transactions.D. Protecting Rights and Interests. We may disclose your information to protect the safety, rights, property, or security of our Company, the Services, the Game, any third party, or the general public; to detect, prevent, or otherwise address fraud, security, or technical issues; to prevent or stop activity which we, in our sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity; to use as evidence in litigation; and to enforce this Policy or Terms of Use.E. Legal Compliance. We may disclose your information to comply with applicable legal or regulatory obligations, including as part of a judicial proceeding; in response to a subpoena, warrant, court order, or other legal process; or as part of an investigation or request, whether formal or informal, from law enforcement or a government official. This includes any information that we may be required to collect and disclosure for KYC/AML compliance purposes, consistent with applicable Treasury regulations and other laws.F. Aggregate and De-Identified Information. We may share aggregate or de-identified information about users with third parties for research, compliance, or other purposes.7. Analytics and Tracking. To ensure that our Services and Game are being used properly and consistent with the Terms of Service, we and our third-party service providers use cookies, local storage objects and other tracking mechanisms designed for mobile apps to track information about your use of our Services and the Game. We may combine this information with other personal information we collect from you (and our third-party service providers may do so on our behalf).A. Cookies. Cookies are alphanumeric identifiers that we transfer to your device’s hard drive through the Services for record-keeping purposes. Some cookies allow us to make it easier for you to navigate our Services and play the Game, while others allow us to track your activities in our Services and the Game.B. Local Storage Objects. We use local storage objects to collect and automatically store information to the local / cached data repository on your mobile device regarding your use of our Services and your preferences, which we use to enhance your experience on our Services and the Game.C. Third Party Analytics. We may use non-affiliated analytics companies (such as Google and Mixpanel) to evaluate use of our Services and the Game. We use these tools to help us understand use of, and to improve, our Services and the Game, performance, ad campaigns, and user experiences. These entities may use cookies and other tracking technologies, such as web beacons or local storage objects (LSOs), to perform their services.8. European and California Users. If you are a citizen of the European Union (“EU”) or the state of California, you may have some or all of the following rights with respect to our processing of your personal data:A. Updating Your Information. If you would like to update personal information that you have provided to us, you can do so by accessing your Account and editing your profile.B. Marketing Communications. You can opt-out of receiving marketing communications from us by clicking “unsubscribe” in any marketing email communications we send you, or by sending an email to unsubscribe@guilds.finance . If you opt out of receiving emails about recommendations or other information we think may interest you, we may still send you emails about any Services you have requested or received from us.C. Additional Rights for the EEA and Certain Other Territories. If you reside in certain territories (such as the European Economic Area), you may have the right to exercise certain privacy rights available to you under applicable laws. We will process your request in accordance with the GDPR. We may need to retain certain information for record-keeping purposes, legal purposes, and/or to complete transactions that you began prior to requesting any deletion. You can contact our Data Privacy and Protection office by sending an email to privacy@guilds.finance .D. Right Not to Provide Consent or to Withdraw Consent. We may seek to rely on your consent in order to process certain personal information and to render the Services. Where we do so, you have the right not to provide your consent or to withdraw your consent at any time. This does not affect any actions based on consent before its withdrawal.E. Right of Access. You may have the right to access the personal information that we hold about you.F. Right of Erasure. In certain circumstances, you may have the right to the erasure of personal information that we hold about you (for example if it is no longer necessary for the purposes for which it was originally collected).G. Right to Object to Processing. You may have the right to request that we stop processing your personal information and/or to stop sending you marketing communications.H. Right to Correct. You may have the right to require us to correct any inaccurate or incomplete personal information.I. Right to Restrict Processing. You may have the right to request that we restrict processing of your personal information in certain circumstances (for example, where you believe that the personal information we hold about you is not accurate or lawfully held).J. Exercise of Rights. If you would like to exercise any of the above rights, please contact privacy@guilds.finance so that we may consider your request under applicable law. To protect your privacy and security, we may take steps to verify your identity before complying with the request. You also have the right to lodge a complaint to your local data protection authority at: https://edpb.europa.eu/about-edpb/board/members_enK. California Privacy Rights. California Civil Code section 1798.83 requires us to disclose to our California customers, upon request, the identity of any third parties to whom we have disclosed Personal Information within the previous calendar year, along with the type of personal information disclosed, for the third parties’ direct marketing purposes. Please note that under California law, we are only required to respond to a customer request once during any calendar year. If you are a California resident and would like to make either type of request described above, please contact us at privacy@guilds.finance.9. Your Choices. We may send periodic informational emails to you. You may opt out of such communications by following the opt-out instructions contained in the email. If you opt out of receiving emails about recommendations or other information we think may interest you, we may still send you emails about any Services you have requested or received from us.10. Minors. Our Services and Game are for a general adult audience and are not designed for minors under 18, and we do not intentionally collect information on our Services or Game from those we actually know are under 18. If we discover that a minor under 18 has provided us with personal information, we will delete such information from our systems.11. Changes to this Policy. This Policy is current as of the Effective Date set forth above. We may change this Policy from time to time, so please be sure to check back periodically. Unless stated otherwise, our current Privacy Policy applies to all information that we have about you. If we make any changes to this Policy that materially affect our practices with regard to the personal information we have previously collected from you, we will attempt to provide you with notice in advance of such change, such as via email or prominent notice within the Services.12. Contact Us. If you have questions or concerns about the privacy aspects of our Services, Game, or anything else, or would like to make a complaint, please contact us by email at privacy@guilds.finance.