Rival X Terms of Service

Effective July 10, 2024

Welcome to Rival X. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (collectively, the “Services”). We at Rival X Inc. (“Rival,” “we,” “us,” or “our”) and our affiliated companies want you to understand fully and completely what you should expect and what is expected of you as a Rival community member. Rival membership is a privilege and one that we hope you will fully participate in and truly enjoy. Rival’s clients, event sponsors, business partners (“Partners”), and associated companies are committed to providing you with the best and most engaging online experience, which requires that you agree to these Terms of Service (the “Terms”).

THIS IS A BINDING LEGAL CONTRACT. PLEASE READ CAREFULLY AND MAKE SURE YOU UNDERSTAND ALL OF THE RIVAL TERMS AND CONDITIONS BELOW PRIOR TO USING THE RIVAL PLATFORM OR SERVICES. YOUR ACCESS AND USE OF RIVAL’S SITE(S) AND RIVAL’S SERVICES, WHETHER YOU ARE ACTING AS AN INDIVIDUAL OR ON BEHALF OF A COMPANY, CONSTITUTES YOUR EXPRESS AND ENTIRE ACCEPTANCE OF THE TERMS, AND YOU DECLARE THAT YOU HOLD ALL RIGHTS, AUTHORIZATION, AND POWERS NECESSARY TO ACCEPT THE TERMS. YOU REPRESENT AND WARRANT THAT YOU ARE AN INDIVIDUAL OF LEGAL AGE TO FORM A BINDING CONTRACT. IF YOU’RE AGREEING TO THESE TERMS ON BEHALF OF AN ORGANIZATION OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO AGREE TO THESE TERMS ON THAT ORGANIZATION’S OR ENTITY’S BEHALF AND BIND THEM TO THESE TERMS (IN WHICH CASE, THE REFERENCES TO “YOU” AND “YOUR” IN THESE TERMS, EXCEPT FOR IN THIS SENTENCE, REFER TO THAT ORGANIZATION OR ENTITY). BY USING THE SERVICES, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY, AND ARE BECOMING PARTY TO, THESE TERMS WITH RESPECT TO YOUR USE OF THE SERVICES. IF YOU HAVE ANY QUESTIONS OR CONCERNS, PLEASE REQUEST RIVAL’S ASSISTANCE BY EMAILING support@rivalx.com.

Please read these Terms carefully. They cover important information about Services provided to you. These Terms include information about future changes to these Terms, limitations of liability, consent for us to use your likeness and appearance for marketing and promotional purposes, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Acceptance of and Changes to Terms and Rival’s Services

Rival may choose, in its sole discretion, to update, modify these Terms from time to time. As conditions warrant, we may notify and may even provide additional notice(s) in-app, or by email to Rival community members but Rival is under no requirement to do so. You agree and understand that it is solely and completely your responsibility to periodically review these Terms. By continuing to use the Services after the effectiveness of any modification to these Terms, you accept and agree to be bound by all such modified Terms. If ever any of the modifications to these Terms are not acceptable to you, your sole and exclusive remedy is to cease accessing and using the Services.

Rival is continually making changes and or improvements to the Services, including but not limited to additions, subtractions, as well as modifications to form, function, and functionality. We reserve the right to implement these changes and improvements without notification to you of the same.

Rival Accounts

To use the Services, you may be required to sign up for an account, by using your e-mail address as your login credential (the “Login Credential”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Login Credential a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. If we have a reasonable suspicion that your Login Credential is being used by any person other than you or that it is being used for fraudulent purposes, we may automatically log you out of the Services and/or suspend your Login Credential. You will not share your Login Credential, account or password with anyone, and you must protect the security of your Login Credential, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Login Credential and account.

While Rival sincerely hopes it is never necessary, Rival reserves the right to immediately interrupt, suspend, and or permanently close the account of any member who violates, or in Rival’s reasonable opinion is in violation of either these Terms, Rival’s Game Play Rules, or Rival’s other policies. If and when Rival permanently closes a member’s account to due to a violation of Rival’s Policies, Rival reserves the right to determine when and how that account’s points, gems, or any other balance will be distributed.

Rival Community Participants

All Rival Participants (everyone that has registered with Rival) are expected and required to, and should expect others to, comport themselves with good behavior, honesty, mutual respect, and thoughtful consideration of others. While everyone participating should want to win each and every time they participate in an event, that is most likely not going to happen. Rival will not accept nor tolerate bad behavior from Participants, including but not limited to behavior that in Rival’s sole discretion constitutes, bullying, cheating, threatening, illicit actions, and or offensive behavior. Without limiting the foregoing, you represent, warrant, and agree that you will not use or interact with the Services, in a manner that (a) infringes or violates the intellectual property rights or any other rights of anyone else (including Rival); (b) violates any law or regulation, including, without limitation, any applicable privacy laws; (c) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (d) jeopardizes the security of your Login Credential, account or anyone else’s (such as allowing someone else to log in to the Services as you); (e) attempts, in any manner, to obtain the password, account, or other security information from any other user; (f) violates the security of any computer network, or cracks any passwords or security encryption codes; (g) runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (h) affects the outcome of your online gameplay on your platform by means of or with the assistance of automatic, macro, bots, automated programs, screen analysis utilities, any type of mods, memory readers, telepathy, alien technology or similar methods or to otherwise commit fraud in relation to the Site, or (i) alters the human skill component of any game played on your platform. Any attempt to do any of the foregoing may be a violation of both civil and criminal laws and will result not only in the termination of your user account and forfeiture of all premium and free benefits, bonuses, and incentives to which you would otherwise be entitled but potentially also civil and/or criminal prosecution. If you experience or witness any such behavior, please bring it to Rival’s attention immediately. Rival will review all available information and make a final and irrefutable determination of the proper course of action regarding the same, up to revocation of the offending user. To be clear, someone not telling you good game or saying you that you were lucky to win, is not and should not be, a reportable or actionable offense. Please only report truly offensive or abusive behavior. If you, as a reasonable person, believe it to be so, then please report it for Rival’s review. Rival, in its sole discretion, reserves the right to terminate any participant’s account who is suspected of tampering with their game results for the competition entered, or who otherwise violates these rules and to seek criminal and/or civil prosecution to the greatest extent possible.

Eligibility

Rival provides competitions, tournaments, and events to eligible Participants, some of which may be sponsored by Rival Partners, including but not limited to professional and amateur sports organizations, schools, colleges, governmental entities, national and international companies. To be eligible to register, participate, and or win a prize in a Rival event or tournament, an individual must:

be a natural person physically located in a geographic location, country, territory, or province, that does not restrict by law the Rival events or services in which you select to participate.
be the assigned, user, owner, or current custodian of the email address used to register for your Login Credentials. comply at all times with Rival’s policies and these Terms
be able to provide proof of eligibility upon Rival’s request, and Rival’s sole discretion be eligible to continue participation, receive a prize, or any other tangible or intangible item. Rival may require that any time a participant submit eligibility proof in the form and manner or Rival’s choosing.
provide Rival current, accurate, and complete information about you at registration and when and if prompted to do so in the future. Knowingly submitting inaccurate, incomplete, or false information is a violation of these Terms. Please make your best efforts to keep your Rival account up to date.
not access the Rival Services from any jurisdiction in which participation is restricted or illegal. While Rival reserves the right to ascertain, monitor, and block the location from which you access the Services, you are solely responsible for understanding and complying with any and all local laws from where you access the Services.
not allow any other person to access your account, accept any winnings or rewards, or participate in any Rival event using your account or account information. Your Rival account is not transferrable or assignable. Any and all actions, lack of action, or activities performed under your Rival account will be deemed to have been done by you.
be solely responsible for any biographical information, photos, music, videos, images, messages, or advertisements related to or broadcast on the Services. You agree that Rival has the right, but not the responsibility, to remove, delete, and or redact any material, content, or media that Rival at any time finds in its sole discretion deems to be improper, offensive, inappropriate, and or illegal from the Services.
use the Rival provided electronic messaging system to facilitate gameplay and gameplay-related discussions between Rival participants in a courteous and respectful manner. You must not post any unlawful, defamatory, abusive, discriminatory messages that may negatively impact the experience of other Rival members.
be responsible for obtaining and maintaining all telephone, internet, hardware and equipment, software, console, and other related equipment needed for access to and use of the Rival platform and Rival Services, and you are responsible for all charges related thereto.
Your failure to adhere to these requirements or any other portion of these Terms may result in you being ineligible for any prizes or awards.

Event sponsors may, in many cases, be responsible for distributing event prizes. In such cases, the applicable event sponsor, and not Rival, will be solely responsible for distributing the applicable event prizes in accordance with the terms of the event, and Rival will have no liability to you for any failure of the event sponsor to distribute such prizes. Should you be eligible to receive prizes in connection with such events, your ability to receive such prizes may be contingent on additional requirements and restrictions imposed by the applicable event sponsor.

Rival Website Content & Promotions

By registering for a Rival account, you agree that the Rival may publicly display your gamertag, avatar, custom avatar or gaming identifier, gameplay video, gameplay audio, gameplay data, gameplay results and records, gameplay statistics, tournament results, and any other gameplay information related to the Services. Furthermore, you agree that upon earning, winning, or accepting any reward and or prize from Rival or Rival’s Partners, you expressly consent and or agree to allow Rival and or Rival’s Partners to publish, broadcast, and use, worldwide, in any media and at any time, your gamer profile, avatar, customer avatar, Name, gamertag, picture, video, streaming content regarding your gameplay, voice, likeness, and or your biographical information for promotional, marketing, and or related purposes without additional compensation of any kind. You further consent to and agree that Rival may share any or all the above information with its Partner(s) who sponsored and or promoted the event in which you registered, participated, and/or won. By registering for an event, you agree that such information, once shared, will be subject to their (that Partners’) privacy policy and other policies. All Participants must consent and agree to all of the Rival and event specific terms and conditions in order to be eligible to participate and or win a prize(s).

Rival Platform Events & Competitions

You and all Rival members and account holders understand and acknowledge that the outcome of a game, match, tournament, and or event is directly related to the participating players’ skill level. Rival does not make any promises, warranties, or calculate probabilities of any type related to the outcome of a competition between two or more parties on the Rival Platform. You expressly submit to Rival’s authority and ability to make a final and irrefutable determination of a winner or winners for any game, match, tournament, event, and or competition related to the Rival platform. Certain event participants may be deeply experienced or exceptional Esports athletes and may repeatedly win events. By the same token, it is possible that other event participants may never win events. We cannot and do not guarantee the outcome of any event. By participating in any Rival or Rival platform event, you agree to be bound by Rival’s decisions and final determination. By participating in a Rival community tournament or as an individual or as a member of a team, you understand and agree that you individually or you as part of your team, will be registered as a participant member of that specific Rival community. Only a participant member of the community may participate in and win a tournament or event put on by that community. You may at any time request Rival remove you from any specific Rival community by emailing the information and instruction to support@rivalx.com

Should you be a child, as defined by the age restrictions identified by regulatory authorities governing the jurisdiction within which you are domiciled under their in-place privacy laws or regulations at the time in which you participated in any event, and you win a prize or award from your participation in such event, your prize or award shall be delivered to your parent or legal guardian who authorized your participation in that event.

Avatars and Usernames

To keep our event spaces safe and friendly for everyone, any username and or avatar found to be in breach of these Terms or any other Rival policy or conditions will be rejected and or removed. In addition, your Rival account may be suspended without notice. Rival reserves the right to refuse and or reject any gamertag, username, and or avatar in our sole discretion.

If an avatar is deemed to violate any of the categories below in Rival’s sole opinion, you will no longer be allowed to upload personalized avatars. Though you may be able to select preset ones from our Rival Avatar gallery. If you are not sure if your custom image may violate any of Rival’s policies, please be respectful of others and do not upload that image for your avatar. The following categories of avatars violate our policies:

Condones or displays terrorism
Condones or displays fascism
Condones or Displays abuse of any kind
Displays or includes your last name
Displays an image of a child under the age of 18
Is in any way offensive, religious, political, sexual, provocative, and or prone to creating controversy or division.

If your avatar was rejected and or removed, and you believe that action was in error, please email support@rivalx.com and include your Rival account# or username, the date you uploaded the avatar, and the avatar itself as an attachment to your email. Avatar approval/rejection may be done systematically and is not infallible, therefore you may request Rival to visually inspect an avatar that was rejected and or removed. The above list is not exhaustive and may be edited and or augmented at any time without notice.

Game Play

Rival is in no way responsible for technical, hardware, or software malfunctions, lost or unavailable network connections, disconnects from your gameplay on your platform, or any incorrect or inaccurate results that may be posted on your online game. Rival cannot and does not guarantee that your use of the Rival platform will not be interrupted or error free. You agree not to hold Rival responsible or liable in any way for any interruption of any service or services.

Intellectual Property

Rival retains all right, title and interest in and to the Services, including all technology used to provide the Services and all intellectual property or proprietary rights embodied in, or related to, the foregoing. Nothing in these Terms shall be deemed to convey any right, title or interest in or to the foregoing except for the limited right to use the Services in accordance with these Terms. Rival and the Rival online logo(s) and trademarks are the exclusive property of Rival. All rights reserved. All other trademarks appearing on the Rival platform are the property of their respective owners. You agree that nothing in these Terms gives you a right to use any of Rival’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You further agree that you shall not use any trademark, service mark, trade name, the logo of any other company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.

User Submissions

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission”. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.

You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.

In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions (see below for more information).

By submitting User Submissions through the Services, you hereby do and shall grant blah a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of the Services a non-exclusive, perpetual license to access your User Submissions through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Finally, you understand and agree that we, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

User Created Tournaments

The Services may provide you with the ability to create tournaments and make those tournaments available for other users (“User Tournaments”). By creating a User Tournament, you agree to the following:

You take full responsibility for the organization, management, and conduct of the User Tournament, including its format, rules, scheduling, and prize distribution. The User Tournament will, at all times, adhere to our then-current rules and restrictions regarding the creation and administration of User Tournaments.
You commit to upholding a high standard of sportsmanship and fair play. Any behavior that violates the principles of respect, integrity, and inclusivity is strictly prohibited.
You understand that the User Tournament's rules and regulations must adhere to the guidelines set by the game's developers, publishers, and any applicable competitive standards.
You agree that you are solely responsible for any disputes, conflicts, or issues that may arise during the User Tournament. You release our platform from any liability arising from your User Tournament's organization and management.
You agree that, unless otherwise agreed, you are solely responsible for the procurement, at your cost, of all prizing associated with User Tournaments, including the appropriateness of prizes with respect to the demographics of your target participants. In addition, you are solely responsible for delivering prizes to the applicable participants within the advertised timeframe. You acknowledge that you will handle participants' personal information in compliance with privacy laws and best practices. You assume responsibility for obtaining necessary consents and informing participants about data usage.
You pledge to maintain a level playing field by preventing cheating, hacking, or any form of unfair advantage. You understand that any breach of fair play may result in disqualification and other consequences.
You agree to provide clear and accurate information to participants regarding User Tournament details, schedule, rules, and prizes. Prompt and transparent communication is vital for a successful User Tournament.
You will adhere to any platform-specific guidelines or terms of service while using our website to create and manage your User Tournament.
You agree to indemnify and hold our platform harmless from any claims, losses, liabilities, or expenses arising from your User Tournament.

Fees

We may charge you to use certain features of the Services or to participate in certain events (collectively, “Paid Services”). You will be provided with a clear and conspicuous notice if you begin using Paid Services. Any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms. Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment. You also agree to pay all sales, use and other taxes payable in connection with your use of Paid Services.

Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Paid Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per event, or as otherwise described when you initially selected to use the Paid Service.

Warranties and Limitation of Liability

YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS PROVIDED 'AS IS' WITH NO WARRANTY OF ANY SORT, AND THAT YOU USE THE SERVICES AT YOUR OWN RISK. WE CANNOT BE HELD LIABLE FOR THE CONTENT, RELIABILITY OR AVAILABILITY OF THE SERVICES AND, WITHIN THE LIMITS AUTHORIZED BY LAW, WE EXCLUDE ANY AND ALL WARRANTIES RELATED TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. YOU EXPRESSLY ACKNOWLEDGE THAT OUR SERVICES ARE LIMITED TO AN OBLIGATION OF DILIGENCE.

Arbitration & Venue

Any controversy, claim or dispute arising out of or relating to this Agreement, its breach or claimed breach shall be settled by arbitration administered by JAMS in accordance with its Commercial Rules including Emergency Interim Relief Procedure in Orlando, Florida U.S.A., except that, to the extent you have in any manner violated or threatened to violate Rival’s intellectual property or confidentiality rights, Rival may seek injunctive, monetary or other appropriate relief in any state or federal court in the State of Florida (and Rival may assert both intellectual property causes of action and other appropriate causes of action in any such action), and you consent to exclusive jurisdiction and venue in such courts. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. Rival will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Rival will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. The arbitrator is authorized to grant Rival its reasonable expenses, fees, and costs (including attorney’s fees) incurred by Rival in any action to enforce these Terms. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION PROVISION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL WE OR OUR AFFILIATES OR OURS AND THEIRS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO RIVAL IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that we may, in our sole discretion, do any of the foregoing on your behalf or for itself as we see fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Rival agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Rival, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Rival, and you do not have any authority of any kind to bind Rival in any respect whatsoever.

How do I Contact Rival?

If you have any questions, comments, or concerns regarding these Terms, please contact us at support@rivalx.com