TERMS OF SERVICE

One Up Group LLC Mobile App Terms of Use

Last Revised: May 25, 2021

The mobile application, “One Up Mobile Application” (the “App”) is published, owned, and operated by One Up Group, LLC (collectively with its subsidiaries, affiliates and related entities “Company,” “the Company,” “we,” “us,” and “our”). These Terms of Use (the “Terms”) govern your access to and use of the App.

These Terms include an arbitration clause. Please read the Terms carefully before you start to use the App.

By downloading accessing, submitting information to, registering with, and/or using the App, you agree and acknowledge on your own behalf (referred to throughout the Terms as “you”) that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. These Terms apply to your use as a user of the App, including as an employee of our Clients (as defined below). If you do not agree to these Terms, please do not use the App.

Purpose of the App.

The Company provides the App and any related data, accounts, profiles, forms, and all content provided in the App (the “Content”) for the purpose of providing services to the Company’s contracted clients, which are companies, influencers or other individuals (“Clients”), for the purposes of creating, and conducting the overall management of, gaming tournaments and events. This App is also intended to enable communication between you and other users and communication with the Company regarding any services that the App offers.

Reliance on Information.

We do not warrant the accuracy, completeness, or usefulness of this information at any particular time. Any reliance you place on such information is strictly at your own risk. The Company disclaims all liability and responsibility arising from any reliance placed on such content by you or any other user of the App, or by anyone who may be informed of any of its contents. Any information you provide or that is collected by the Company through the App shall be handled in accordance with the Mobile Application Privacy Policy , which is hereby incorporated by reference.

Separate Agreements.

Use of the App may also be subject to the terms of separate written agreements between the Company and Clients (the “Client Contracts”). When applicable, this Policy may be superseded by specific terms in the Client Contracts. If you, as an employee of a Client, use any materials from the App, you agree to be bound by the Client Contracts, as well as any posted guidelines and policies related to the materials you wish to use.

Limited License and Use of the App.

The Company grants you a limited, non-exclusive, nontransferable, and revocable license and right to access and use the App and Content accessible through the App solely for your personal use.

Content includes any photos, images, graphics, video, audio, data, text, comments, software, works of authorship of any kind, and other information, content, or other materials that are posted, generated, provided, or otherwise made available by the Company through the App and its underlying technology, are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. We reserve all rights not expressly set forth in these Terms. You agree not to remove, change or obscure any copyright, trademark, App mark, or other proprietary rights notices incorporated in or accompanying the App. Our logos and any other Company trademarks that may appear on the App, and the overall look and feel of the App, including page headers, graphics, icons, and scripts, may not be copied, imitated or used, in whole or in part, without our prior written permission. Other trademarks, product, and App names and company names or logos mentioned on the App are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder.

No other licenses or rights are granted to you, by implication or otherwise. The Company solely retains all ownership interest in the App and any Content and reserves the right to terminate this license to use the App or access Content at any time and shall not be held liable in any way for such a termination.

User Account Responsibility.

If you are given or create a password to access the App, you are responsible for maintaining the confidentiality of your account and your password. You are responsible for all activities that occur under your account and you agree to notify the Company immediately of any unauthorized use of your account. The Company is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password. You agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

Prohibited Uses.

You agree that you will not:

Use the App in any manner that could damage, disable, overburden, or impair the App or interfere with any other party’s use and enjoyment of them/it;
Attempt to gain unauthorized access to any App account, computer systems or networks associated with the Company or the App;
Obtain or attempt to obtain any materials or information through the App by any means not intentionally made available or provided by the Company;
Use any robot, spider, or other automatic device, process or means to access the App for any purpose, including monitoring or copying any of the material on the App;
Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
Attack the App via a denial-of-service attack or a distributed denial-of-service attack; or
Impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

Third-party Websites.

The App may contain links to websites controlled or operated by persons and companies other than the Company (“Linked Sites”). Linked Sites are not under the control of the Company, and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. The Company is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. The Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the website or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support the Company or are identified in the App, including any delivery of and payment for goods and services.

Third-party Applications.

You acknowledge that your access and use of any third-party applications or software on our App and Content (the “Third-party Applications”) is at your discretion and risk, and the Company has no liability to you arising from your use of the Third-party Applications. The Company hereby disclaims any representation, warranty, or guaranty regarding the Third-party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-party Applications, and you agree to indemnify and hold the Company harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with the use or performance of the Third-party Applications.

Intellectual Property Notices.

The App and Content are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the App or Content in any manner, except as expressly permitted by the Company in these Terms. The App or Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of the Company or the applicable owner.

Message Boards and User Contributions

The App may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, the ability to stream gameplay, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") gameplay, text, content or materials (collectively, "User Contributions") on or through the App. The Company assumes no responsibility for the conduct of any user submitting any User Contributions ("User Content"), and assumes no responsibility for monitoring the App for inappropriate content or conduct. We are unable to pre-screen or monitor all User Content and we will not do so. Your use of the App is at your own risk.

Any User Content you create or own or to which you have a license and use on the App is your content. Additionally, you represent that you own, or have a license to use, any video game or other User Content that you use or submit on the App. You hereby grant the Company an irrevocable, perpetual, transferable, fully paid-up, royalty-free, worldwide license (including the right to sublicense and assign to third party) and right to copy, reproduce, fix, adapt, modify, create derivative works from, manufacture, commercialize, publish, distribute, sell, license, sublicense, transfer, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way, your User Content as well as all modified and derivative works thereof in connection with our provision of the App, including marketing and promotions of the App.

You further hereby grant to the Company the unconditional, irrevocable right to use and exploit your name, likeness and any other information or material included in any User Content and in connection with any User Content, without any obligation to you. Except as prohibited by law, you waive any rights of attribution and/or any moral rights you may have in your User Content, regardless of whether your User Content is altered or changed in any manner. The Company does not claim any ownership rights in your User Content and nothing in these Terms of Service is intended to restrict any rights that you may have to use and exploit your User Content.

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all User Content, copyrighted materials and trademarks that you see, hear, and use on the App. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, the Company or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.

Questions regarding the use of any intellectual property provided on the App should be directed to: support@playoneup.com

Monitoring User Content.

We have the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the content standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the App or the public or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the App.
Terminate or suspend your access to all or part of the App for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the App.

One Up Group LLC has a zero tolerance policy for any User Contributions that constitute, in our sole discretion, harassment, racism, obscene content, discrimination or any other offense content of any kind. At our sole discretion, we may suspend, terminate or permanently ban your access to the App and our services for any violation of this zero tolerance policy.

However, we do not undertake to review material before it is posted on the App, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

United States.

The Company is based in the state of Ohio in the United States. The Company provides this App for use only by persons located in the United States. We make no claims that the App or any of its contents are accessible or appropriate outside of the United States. Access to the App may not be legal by certain persons or in certain countries.

You may not access or use the App from the following states, as may be amended from time to time: Arkansas, Iowa, Louisiana, Michigan, Montana, Nevada, New Jersey, South Carolina, Tennessee, Vermont and Washington.

Disclaimer.

Disclaimer. ALL INFORMATION OR SERVICES PROVIDED BY THE COMPANY TO YOU VIA THE APP, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, THE COMPANY AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE APP OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE APP. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE APP AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE APP WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. THE COMPANY FURTHER MAKES NO WARRANTY THAT THE APP WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE APP IS AT YOUR SOLE RISK AND THAT THE COMPANY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE APP OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE APP OR THE CONTENT IS TO CEASE YOUR USE OF THE APP AND/OR THE CONTENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.

Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE APP, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE APP OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE APP, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF THE COMPANY OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE APP SUBJECT TO THESE TERMS, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Indemnity.

You agree to defend, indemnify and hold harmless the Company and its affiliates, licensors and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the App, including, but not limited to, any use of the Content, services or your use of any information obtained from the App, other than as expressly authorized in these Terms.

Termination and Restriction of Access. In its sole discretion, the Company may terminate, suspend or permanently ban your access to the App and its services for breach of these Terms, including, but not limited to, falsifying your age, any suspected fraudulent activity or any harassment, discrimination, racism, obscene content or other offense User Contributions. We may delete accounts that are deemed inactive, or for any other reason, with or without notice to you. "Inactive" may be determined by One Up Group based on average usage of the App from other users. If you would like us to deactivate your account, please email us at: support@playoneup.com. The Company shall not be liable for any losses or damages arising from any such termination of service. The Company shall not be liable for any losses or damages arising from any such termination of access to the App.

Dispute Resolution.

Informal Resolution.
With respect to the resolution of any controversy related to these Terms (hereinafter “Dispute”) you agree to try to resolve any Dispute informally for at least thirty (30) days before initiating any arbitration or other proceeding, including any legal proceeding in court or before an administrative agency.
Contact Information
One Up Group can be reached at: One Up Group LLC
1400 W 10th St, Suite 100
Cleveland, OH 44113
support@playoneup.com
Mandatory Binding Arbitration.
If you are not able to satisfactorily resolve a Dispute informally within a total of ninety (90) days or if One Up Group LLC, in its sole and absolute discretion, determines that it will not be possible to satisfactorily resolve that Dispute informally within a total of ninety (90) days, you agree that either you or One Up Group may request resolution by final and fully binding arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association.
1. The American Arbitration Association (AAA) will run the arbitration between you and One Up Group, and AAA’s rules and procedures (including their Supplementary Procedures for Consumer-Related Disputes, if applicable) will be used. If something in these Terms is different than AAA’s rules and procedures, then we will follow these Terms instead. You can look at AAA’s rules and procedures on their website www.adr.org or you can call them at 1-800-778-7879.
YOU UNDERSTAND, AND FURTHER AGREE, THAT YOU HAVE THE RIGHT TO CONSULT WITH INDEPENDENT LEGAL COUNSEL OF YOUR OWN CHOOSING REGARDING THIS AND ANY OTHER PROVISION IN THIS AGREEMENT AND THAT THIS BINDING ARBITRATION PROVISION WILL ELIMINATE YOUR LEGAL RIGHT TO SUE IN COURT AND/OR HAVE A JURY TRIAL WITH RESPECT TO ANY SUCH DISPUTE. Accordingly, you and One Up Group agree that neither shall attempt to have any other Dispute related to any other party, including but not limited to any class action, joined to any arbitration in which you are involved. Thus, to the fullest extent permitted by law no arbitration proceeding shall be joined with any other or decided on a class-action basis.

Class action waiver.

To the maximum extent permitted under applicable laws, any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. You waive the right to seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. If this waiver is found to be illegal or unenforceable as to all or some parts of a Dispute, then it shall not apply to those parts but shall apply to all other parts to the maximum extent permitted under Applicable Laws. Instead, those parts will be severed and proceed in a court of law in the state of Ohio, county of Cuyahoga, with the remaining parts proceeding in arbitration.

Limitation on Time to File Claims.

Any cause of action or claim you may have arising out of or relating to these Terms or the App must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

Governing Law & Jurisdiction.

These Terms are governed by the laws of the State of Ohio, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in Cleveland, Ohio, and the County of Cuyahoga, Ohio, in all disputes arising out of or relating to the use of the App.

Changes to these Terms.

The Company may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by the Company. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the App after any such change is communicated shall constitute your consent to such change(s).

Waiver.

If we do not enforce a provision of these Terms, that does not waive our right to do so later. And, if we do expressly waive a provision of these Terms, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by both you and us to be legally binding. Any waiver of any provision of these Terms, intentional or otherwise, shall not be deemed a waiver of any other provisions of these Terms nor any provisions under applicable Client Contracts.

General.

You are solely responsible for securing the required technology, including mobile carrier voice and data services to enable the App to work as designed. You agree to install all updates provided by the Company in a timely fashion to ensure your continued use of the App. Through your use of the app, you may receive notifications, text messages, alerts, emails, and other electronic communications. You agree to the receipt of these communications. You can control many communications from the App by using your account settings. We may need to provide you with certain communications, such as service announcements and administrative messages. You are responsible for any messaging or data fees you may be charged by your wireless carrier. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or use of the App. You may not assign these Terms without the prior written consent of the Company in all instances. The Company may assign these Terms, in whole or in part, at any time. The Company’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of the Company’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the App or information provided to or gathered by the Company with respect to such use.

You agree to use the App only for lawful purposes, comply with all rules governing any transactions on and through the App and comply with applicable laws. If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.

These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the App, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Company. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Company Contact Information.

Questions can be directed to the Company at: support@playoneup.com

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