Terms & Conditions
THESE TERMS OF USE (“TOU”) ARE A BINDING LEGAL AGREEMENT BETWEEN SOLITAIRE SMASH ("SOLITAIRE SMASH", "WE," “OUR,” OR "US") AND YOU. THESE TOU, THE PRIVACY POLICY (AVAILABLE AT https://www.solitairesmash.com/privacy-policy) (“PRIVACY POLICY”) AND THE RESPECTIVE RULES OF PLAY (AVAILABLE AT https://www.solitairesmash.com/rules-for-promotions), EACH INCORPORATED HEREIN BY REFERENCE (JOINTLY REFERRED TO AS THE “TERMS”), GOVERN YOUR ACCESS AND/OR USE OF PRODUCTS, GAMES, FEATURES, CONTENT, AND OTHER SERVICES PROVIDED BY SOLITAIRE SMASH ON WEB, PC/MOBILE APPLICATIONS, OR ANY OTHER APPLICABLE PLATFORMS AND/OR DEVICES (“SERVICES”). THE SERVICES INCLUDE THE SOLITAIRE SMASH WEBSITE WHICH CAN BE FOUND AT HTTPS://WWW.SOLITAIRESMASH.COM (THE “WEBSITE”).
BY ACCESSING AND/OR USING THE SERVICES (INCLUDING THE WEBSITE), CREATING AN ACCOUNT (WHICHEVER IS THE EARLIER TO OCCUR), AND, AFTER ANY CHANGE OF THE TERMS, BY CONTINUED USE OF ANY OF THE SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS IN THEIR ENTIRETY.
PLEASE NOTE THE ARBITRATION PROVISION IN SECTION 13.2 AND THE CLASS ACTION WAIVER IN SECTION 13.3 BELOW, WHICH REQUIRE, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST SOLITAIRE SMASH ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. ARBITRATION IS MANDATORY AND THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS OTHERWISE SPECIFIED OR YOU OPT OUT. SECTION 13.2 ALSO CONTAINS AN AGREEMENT THAT ANY JUDICIAL PROCEEDING BETWEEN SOLITAIRE SMASH AND YOU MAY ONLY BE BROUGHT THROUGH ARBITRATION IN NEW JERSEY. BY ACCESSING AND/OR USING THE SERVICES (INCLUDING THE WEBSITE) AND/OR CREATING AN ACCOUNT (WHICHEVER IS THE EARLIER TO OCCUR), YOU AGREE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THAT ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THE TERMS AND/OR THE SERVICES AND SHALL BE RESOLVED ACCORDING TO SECTION 13 BELOW.
IF YOU DO NOT AGREE TO ANY OF THE TERMS (OR ANY PART THEREOF), INCLUDING THE PRIVACY POLICY, TOU OR THE RULES, YOU MUST NOT SET UP AN ACCOUNT (AND TERMINATE ANY ACCOUNT YOU MAY HAVE) OR MAKE ANY USE OF THE SERVICES, INCLUDING THE WEBSITE.
Solitaire Smash reserves the right to revise or modify the Terms (or any part thereof), at any time at its sole discretion. Certain Services may be subject to additional terms and such additional terms shall also be deemed as part of the Terms.
When using the defined below Games, you may be provided with Promotions (as defined below), you hereby agree that the acceptance of or participation in any Promotion will be subject to the Terms and the use of certain Personal Information (as defined in the Privacy Policy).
Solitaire Smash’s affiliates are third party beneficiaries of this agreement, and shall enjoy and be entitled to, without any liability, all of the rights and privileges granted to Solitaire Smash hereunder.
When used herein, the term “including” shall mean “including among others.”
1. Use of Services
1.1 As part of the Services, Solitaire Smash provides an online arena for mobile gaming challenges, cash competitions and cash tournaments, using applications, tools and services that we may provide from time to time. The products, games, features, content, and other services governed by the Terms are provided through the Website and Games you may download.
​
1.2 To use some of the Services (playing Games, and competing in tournaments and competitions of such Games) you may be required to first download certain software and/or mobile applications (together with the content included therein, any associated documentation, and any application program interfaces, license keys, and patches, updates, upgrades, improvements, enhancements, fixes and revised versions of any of the foregoing, (collectively the “Software”)), and set up an account (“Account”). Your use of the Games and the Account is subject to the Terms as well.
​
1.3 To set up an Account you will be asked to provide us with certain information required to open an Account (“Account Details”), manually or by providing us with access to accounts you have in third parties’ platforms (such as social network accounts). By setting up an Account, you hereby represent and warrant that the Account Details you provide us with are true, correct, complete and up to date. You further undertake to update your Account Details in the event they become inaccurate or change. Further requirements for Accounts can be found in Section 4.
​
1.4 Upon any violation of the Terms, Solitaire Smash may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service (including any Game, even if you already have an Account in place) without notice and liability. It is clarified that our unilateral termination of your Account shall not relieve you from the Terms and that even following such termination you will continue to be bound by the Terms.
​
1.5 Your Account is personal, and you may set up only one Account, including any inactive Account. Your Account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion. Additional provisions which apply to the Account are specified in Section 4.
​
1.6 All Games and the applicable competitions and tournaments offered in connection therewith, are games of skill. Winners from users who enter a tournament or competition of each Game are determined by the objective criteria and other applicable documentation and criteria associated with each Game, including Historical Player Data (defined below). The winners of each tournament or competition will be those who best use their relevant skill and knowledge to accumulate the winning score or points according to the corresponding Rules. The Website, Services, Games or competitions and tournaments offered in connection therewith may not be used for any form of illicit gambling. The winners of each tournament or competition may be entitled to cash compensation (as set forth in the Rules), Bonus Funds (as defined below) and/or Virtual Items (as defined below).
​
1.7 As part of the Services, from time to time, we may offer limited time promotions, contests, sweepstakes and special offers (each, a "Promotion"). Such Promotions are governed by the Rules (as part of the Terms). Please review the official Rules associated with such Promotions.
​
1.8 As part of the Services from time to time, we may offer you certain Bonus Funds (as defined below). Such Bonus Funds are governed by the Rules (as part of the Terms). Please review the official Rules associated with such Bonus Funds.
​
1.9 As part of the Services from time to time, we may offer you certain Virtual Items (as defined below). Such Virtual Items are governed by the Rules (as part of the Terms). Please review the official Rules associated with such Virtual Items.
​
1.10 TO USE THE SERVICES, INCLUDING CREATING AN ACCOUNT AND/OR PARTICIPATING IN A GAME OR PROMOTION, YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OLD OR THE AGE OF MAJORITY IN YOUR JURISDICTION AT THE TIME OF ENTRY AND BE ELIGIBLE UNDER ANY APPLICABLE LAWS AND REGULATIONS. ANY REGISTRATION, USE OR ACCESS TO THE SERVICES, INCLUDING THE GAMES, BY ANYONE UNDER EIGHTEEN (18) IS UNAUTHORIZED, UNLICENSED, AND IN VIOLATION OF THE TERMS. AT OUR SOLE DISCRETION, WE MAY REQUIRE PROOF THAT YOU MEET THE ABOVE MINIMUM AGE REQUIREMENT. WE RESERVE THE RIGHT TO CLOSE YOUR ACCOUNT IF WE DECIDE, IN OUR SOLE DISCRETION, THAT PROOF OF AGE IS INSUFFICIENT OR INACCURATE.
​
1.11 By accessing the Services and/or otherwise using the Website, you
represent and warrant that you (a) are over the age of eighteen (18) or the age of majority in your jurisdiction at the time of entry and permitted according to the laws which apply to you to engage with us according to the Terms, including using the Services, (b) have the legal power to form a binding contract with Solitaire Smash according to the Terms, (c) are physically located in a jurisdiction in which the use of the Services (including the Games and the competitions and tournaments made available through the Services) you select is unrestricted by law, and (d) agree to at all times abide by the Terms. IF YOU DO NOT MEET ALL OF THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE SERVICES, AND WE MAY SUSPEND OR CLOSE YOUR ACCOUNT WITH OR WITHOUT NOTICE.
​
1.12 Related Persons may not play in any public competitions and tournaments, nor participate in Promotions, hosted through the Services. A “Related Person” is a person who is employed by or otherwise providing to Solitaire Smash any services, holds any office or position with the Solitaire Smash, persons involved in any way in the creation or management of any Promotions and/or any Immediate Family Members (an “Immediate Family Member” is any domestic partner or relative of the employee who resides at an employee’s residence, including but not limited to parents, grandparents, in-laws, siblings, spouses, and children, whether the relationship is by birth, marriage or adoption) are not permitted to play in any public competitions and tournaments or participate in Promotions hosted through the Services.
​
1.13 PARTICIPATION IS VOID WHERE PROHIBITED BY LAW.
2. Change of Terms and/or Services
2.1 Solitaire Smash reserves the right, at any time and at its sole discretion, to amend or replace any part of the Terms and any document referred to herein without prior notice. We may update or add to these Terms by posting the same on our website, informing you directly or otherwise at our sole discretion. All changes to the Terms shall become effective immediately. Your continued use of the Services (including the Website and any Game) after such notice confirms your consent to and acceptance of such amendment or addition. If you object to any such changes, your sole recourse is to cease accessing and/or using the Services, including the Website.
​
2.2 Solitaire Smash reserves the right, at any time and at its sole discretion, to change, modify, terminate and/or withdraw all or part of the Services (including any Game, Promotion, competition or tournament) and you confirm that Solitaire Smash will not be liable in connection with such change, modification, termination and/or withdrawal, and/or any time in which the Services are not available, for any reason.
3. Software, Device and Device Data
3.1 In order to use the Services certain equipment (computer, mobile device, tablet, etc.) is required. You are responsible for any equipment so required including the payment of any fees relating thereto, such as internet connection or mobile fees, and/or for data or cellular usage to download and use the Services.
​
3.2 Using the Games and Services requires an internet connection to our servers and certain hardware (such as a device to which Games will be uploaded or through which the Website will be used (“Device”)), and we may need to collect certain information from you and your internet provider and the Device you use in order to make the Games and Services available to you. Such data may include data pertaining to your hardware system profile data, internet connection data and any other data related to the operation of the Services from any device that logs onto the Services using your Account.
​
3.3 We may choose to offer technical support for Games from time to time in our sole discretion. Such technical support may require that we remotely access your Device. We may also update the Games or deploy patches, updates, and modifications to the Games, as applicable, through remote access of your Device without your knowledge. You hereby consent to such activities. You acknowledge that if we cannot remotely access your Device, then the Games may no longer work, and this may prevent you from receiving the Services (and may prevent you from participating in competitions or tournaments, even if you have previously registered). Our access to your Device is governed by the Terms of our Privacy Policy and will be limited solely to (a) providing support (b) updating the software and/or (c) determining your location for skill-gaming regulatory purposes only.
​
3.4 We do not warrant that our Website and/or Services will work on all devices. You are solely responsible for obtaining and maintaining compatible devices necessary to access and use our Services (including the Website and any Game), as updated from time to time.
4. Registration of Your Account
4.1 To create an Account, you will be asked to provide the following information as part of your Account Details: (a) unique user name and a code (to be provided via SMS); (b) contact information, such as your name, phone number, and email address; (c) payment and billing information; and (d) any other information we request on the Account registration form or otherwise in connection with the Account.
​
4.2 Solitaire Smash implements certain anti-money laundering and know-your-client procedures (“AML/KYC”), which are deemed part of the Terms. Solitaire Smash may use certain measures to identify you and verify the information you provide. Among others, Solitaire Smash may require you to provide additional information and documentation, such as a scanned copy of a valid identification document. Solitaire Smash is entitled to request additional information and/or documentation in the event it deems such additional information/documents necessary. You agree to update any provided information or data or to provide additional items as part of ongoing efforts to prevent illegal and fraudulent activities, and/or to comply with any other policies or protocols we elect to put in place. You agree that all information, documentation and data you provide to us, either at the time you register for an Account or at any subsequent time, will be true, accurate, complete and verifiable in all respects, and, by providing such information and data, you consent to us submitting it to third party providers to verify your Account Details and as otherwise permitted according to the Terms. We reserve the right at any time to investigate your Account in order to ensure compliance with the Terms, our AML/KYC Policy, and to ensure that no improper or illegal activity is conducted. If we have a reasonable suspicion that you may be engaging in or have engaged in fraudulent, unlawful or improper activity, including, money laundering activities, or conduct otherwise in violation of the Terms, your access to the Services may be terminated immediately and/or your Account blocked.
​
4.3 By setting up an Account, you hereby represent and warrant that the Account Details you provide us with are true, correct, complete and up to date. You further undertake to update your Account Details in the event they become inaccurate or change. If you provide information that is inaccurate or incomplete, whether at the time of Account setup or by failure to update your Account Details, or Solitaire Smash has any reason to believe that information you provide is inaccurate or incomplete at any time, we may terminate or suspend your Account, in our sole discretion.
​
4.4 You may only register for a single Account and may not use or access multiple accounts at the same time. You specifically agree that you shall not create false personas, multiple identities, multiple user accounts, set up an Account on behalf of someone other than yourself, use bots or other automated software programs to defraud or which otherwise violate the Terms. If you attempt to open more than one Account, we may suspend or terminate all Accounts you have opened.
​
4.5 As the holder of your Account, you are solely responsible for complying with the Terms, and only you are entitled to all benefits accruing thereto. You may not allow any other person to: (a) access your Account; (b) access Services through your Account; or (c) accept or use Winnings (as defined below) from your Account. Neither your Account nor Winnings won from participating in competitions and tournaments are transferable to any other person or account.
​
4.6 You remain fully liable and are solely responsible for any act or omission made in respect to your Account, regardless of whether these actions were taken by you or an unauthorized third party that has gained access to your Account. You are required (and responsible) for keeping your Account Details secure and not sharing your Account Details with anyone. You are required to prevent any minors (including any of your family members) from using your Account. Note that if you leave your Device unattended third parties may use your Account and therefore you are required to keep your Device in your possession whenever you are making any use of your Account and make sure your Device is locked once such usage has ended. We are not responsible for any abuse or misuse of your Account due to your disclosure, whether intentional or accidental, of your login information or Account Details.
​
4.7 We may, at our discretion, limit, suspend, terminate, modify, and/or delete Accounts or access to the Services or any portion thereof, and deny access to the Games and Website (especially if we determine that your Account has been involved in any illegal or improper activity).
​
4.8 In connection with your Account, login information, including your password and any security measure we may implement, such as your unique code and/or Multi-Factor Authentication applications or codes, you undertake:
4.8.1 not to share your Account or login information, including your password and any security measure we may implement, nor let anyone else access your Account or otherwise jeopardize the security of your Account;
4.8.2 to immediately notify us at legal@solitairesmash.com if you suspect or become aware of any breach of security, including, any loss, theft, or unauthorized disclosure of your login information, including your password and any security measure we may implement, or unauthorized access to your Account, and to modify your Account Details, including your login information, if appropriate;
4.8.3 to deny access to persons under the age of 18 years old, and to be fully responsible for any unauthorized use of the Services by minors; and
4.8.4 to be fully responsible for any use of your credit card or other payment instrument (for example PayPal) via the Account, including as a result of any unauthorized use.
5. Compliance With Laws
5.1 You acknowledge that you are subject to various rules, regulations and laws addressing certain aspects of the Services, Games, Promotions, and/or Winnings ("Gaming Laws") (such as legislation which governs sweepstakes, contests, and tournaments with entry fees and/or Winnings govern your participation in competitions and tournaments) and that these Gaming Laws are set up by each individual state, country, territory, or jurisdiction.
​
5.2 You are advised that access to the Services (including certain competitions and tournaments) may not be legal in certain jurisdictions, and that we do not intentionally offer competitions or tournaments to users located in any jurisdiction in which such competitions and tournaments violate its Gaming Laws (each a "Prohibited Jurisdiction").
​
5.3 To our knowledge, in the United States, Prohibited Jurisdictions include: Arizona, Indiana, Iowa, Louisiana, Maine, Michigan, Montana and South Carolina. We reserve the right to include additional Prohibited Jurisdictions as determined in our sole discretion.
​
5.4 The aforesaid list of states is not a legal opinion provided by us and we assume no liability in this respect. It is your sole responsibility to determine whether the state, country, territory or jurisdiction applicable to you is a Prohibited Jurisdiction. If you are located in any Prohibited Jurisdiction, you may not participate in competitions or tournaments.
​
5.5 We reserve the right to monitor the location from which you access Services, and we may block access from any Prohibited Jurisdiction (using tools such as, but not limited to, geolocation detection).
​
5.6 You are solely responsible for your compliance with all applicable laws, including Gaming Laws, municipal, state, and federal laws, and rules and regulations of the city, state and country in which you reside and from which you access and/or use the Services, including the Website and Games. Services, competitions, tournaments, Promotions and Winnings are void where prohibited or restricted by applicable law.
​
5.7 Your use of the Services (including participation in competitions and tournaments) is at your own risk, and you agree not to hold us responsible or liable if the laws of your jurisdiction restrict or prohibit your access or participation.
​
5.8 We make no representations or warranties, express or implied, as to the lawfulness of your use of the Services (including your participation in any competition or tournament), nor shall any person affiliated, or claiming affiliation, with us have authority to make any such representations or warranties.
6. Fair Gaming and Prohibited Use
6.1 You represent and warrant to us that (a) you will use the Services (including the Website and any Game) only for lawful purposes, according to applicable law and according to the Terms; and (b) you will not engage in any questionable activities in connection with the Services, including but not limited to those which are provided in this Section below or otherwise prohibited under the Terms (“Prohibited Activity”). You are solely responsible for all your activity (including any Prohibited Activity) in connection with the Services (including in connection with the Website and any Game).
​
6.2 You represent and warrant to us that you will not (and shall not permit any third party to): (a) take any action, or (b) make available, download, upload, submit, post, or otherwise distribute or facilitate distribution of any content or User Content (as defined below) that: (i) is illegal, threatening, abusive, invasive of any person's privacy, harassing, defamatory, libelous, false, deceptive, fraudulent, misleading, untruthful, tortuous, obscene, offensive, pornographic, or otherwise inappropriate, as Solitaire Smash may determine in its sole discretion; (ii) infringes, misappropriates, uses or discloses without authorization, or otherwise violates any rights (including proprietary rights) of any third party; (iii) violates any right of publicity, or other right (including intellectual property rights) of any person or entity, or any law or contractual obligation, including rights pursuant to data protection, anti-spam and privacy laws and regulations; (iv) involves commercial activity not expressly permitted by Solitaire Smash; (v) contains any harmful or malicious software or computer codes, files or programs that are designed or intended to damage, disrupt, interfere with, or limit, the proper functionality of any software or hardware, or that enables obtaining unauthorized access to any system, data, password or other information of Solitaire Smash, its users, or any other individual or entity; (vi) uses or launches any automated system, (including, “robots,” “spiders,” “offline readers,” etc.) that access the Services in a manner that is prohibited hereunder (including by sending more request messages to Solitaire Smash's servers than a human can reasonably produce in the same period of time using a conventional on-line web browser); or (vii) impersonates any individual or entity, including, without limitation, employees or representatives of Solitaire Smash. You shall be solely responsible for any and all content of any kind that you make available (by uploading or otherwise) or use through the Services.
​
6.3 You represent and warrant to us that you will not:
6.3.1 engage in any activity that interrupts, damage or undermines the operation of the Services (including the Website and/or a Game), or may cause any of the foregoing;
6.3.2 engage in what may be deemed as unfair methods in participating in the Services or using the Games, such as opening and/or using of multiple Accounts, using unauthorized or altered software or hardware (including Devices) to assist your use to achieve competitive advantage, or collusion with other players (e.g. intentionally losing rematches in competitions and tournaments);
6.3.3 transfer money between accounts in an unlawful manner. You specifically represent and warrant that the source of funds used by you for your use of Services (including the payment of any of the defined below Fees and Entry Fees) is not illegal and that you will not use the Services in any way as a money transfer system. You further represent and warrant that you will not use the Services for any unlawful or fraudulent activity or prohibited transaction (including money laundering) under the laws of any jurisdiction that applies to you, and the laws of Israel, the United States and/or the European Union;
6.3.4 harass other participants, post objectionable material, use objectionable methods, and/or breach the Terms;
6.3.5 circumvent or breach security measures implemented in the Services (including breaching the integrity of any account); or
6.3.6 engage in any other act (whether using automated technology or otherwise) that unfairly alters your chance of winning or constitutes an act of fraud.
6.3.7 violate any applicable export and sanction laws and regulations (“Trade Controls”). You may not, directly or indirectly, (a) use, export, or transfer any portion of the Services or any related technical information, materials in breach of such Trade Controls; or (b) use amounts received from any territory or entity sanctioned according to the Trade Controls. The Trade Controls prohibit the use of the Services by any individual located in, under the control of, organized in, or a resident of any country or territory which is the target of sanctions by the applicable Trade Control legislation. The Trade Controls also prohibit, in certain cases, the use of amounts received from an individual, organization or country sanctioned under the Trade Controls. Links to the website of certain authorities specifying entities and territories sanctioned under certain Trade Controls are available in the website of the U.S Office of Foreign Assets Control ("OFAC") https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions-programs-and-information) and Israel Money Laundering and Terror Financing Prohibition Authority (“IMPA”) https://www.justice.gov.il/Units/HalbantHon/Importantlinks/Pages/LawEnforcementBodiesInfomationIsrael.aspx))
​
6.4 In the event you engage in any Prohibited Activity and/or otherwise breach any of the Terms, we may (without derogating from any other right or remedy we may have, including pursuing criminal or civil proceedings in connection with such conduct): (a) terminate your Account and/or block your access to the Services; (b) have any Winnings and Promotions that you may be entitled to receive be voided and forfeited; (c) have any Winnings and Promotions you received made subject to disgorgement and/or recoupment; and (d) disclose or report any money laundering and/or similar illegal activity to law enforcement and regulatory authorities.
​
6.5 The Services (including the Website, the Games and the Promotions) may make available to you certain content and/or services (including via advertisement and/or links to third party landing pages and/or websites) ("Third Party Content"). We may share data related to you with third parties who provide Third Party Content, in accordance with our Privacy Policy. Third Party Content is provided for your convenience and any use thereof is made at your own risk. Solitaire Smash makes no representation or warranty regarding any content, goods and/or services made available via Third Party Content (even if linked to from the Services or the Games). Solitaire Smash does not endorse any Third Part Content and is not liable in any way for such content. Solitaire Smash is not responsible for content, business practices or privacy policies of third parties who provide Third Party Content. Your relationship (including how your information is used, stored, and shared) with such third parties will be governed by their policies and documents, to which We are not a party.
7. Disclaimer of Warranties and Limitation of Liability.
7.1 BY USING THE SERVICES AND/OR ACCESSING THE WEBSITE YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS PROVIDED HEREIN, AND THE INDEMNITIES AND LIMITATIONS OF LIABILITY PROVIDED HEREIN, ARE MATERIAL AND BARGAINED-FOR BASES OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS AND CONDITIONS.
​
7.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SOLITAIRE SMASH DISCLAIMS ANY WARRANTY IN CONNECTION WITH THE SERVICES, INCLUDING AS FOLLOWS:
7.2.1 THE SERVICES ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, ENJOYMENT, NON-INFRINGEMENT, USABILITY, QUALITY, APPROPRIATENESS, RELIABILITY, AUTHORITY, ACCURACY, COMPLETENESS, TIMELINESS OR FITNESS FOR A PARTICULAR PURPOSE. The Services may suffer occasional disruptions and outages.
7.2.2 Solitaire Smash does not claim or guarantee that the Services shall be uninterrupted, or that Services shall be error free. Solitaire Smash does not guarantee that any competitions or tournaments you participate in will be fair or that other players will not cheat in such games, competitions, or tournaments. We do not and cannot guarantee that use of our Services will generate you any profits. We do not and cannot take responsibility for any losses to your Account.
7.2.3 Solitaire Smash is not responsible for any damages or injury caused by the Services or your use thereof, including any error, omission, deletion, defect, or any failure to perform, error, omission, interruption, deletion, defect, or delay in operation.
7.2.4 Solitaire Smash Entities are not responsible for any damage to any user's computer, hardware, software, or other equipment or technology including damages from any security breach or from any virus, malware, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction. Solitaire Smash does not warrant or guarantee protection from viruses or other computer system malware.
7.2.5 Solitaire Smash is not responsible for the Games you play or for your Device, including for any communication or other errors in such Games or Device, and you are advised that such errors might be counted as losses in competitions and tournaments you participate in and/or result in the loss of Winnings and/or Promotions.
7.2.6 You should regularly backup content that you store on the Services. Solitaire Smash does not provide (and expressly disclaims) any warranty regarding the Services (including the Games and the Website) or any service or content made available through any of them, including availability, accuracy of the information displayed about Game statistics, or technical errors in the Games.
​
7.3 BY ACCESSING AND/OR USING THE SERVICES (INCLUDING THE WEBSITE) YOU ACKNOWLEDGE AND AGREE THAT SOLITAIRE SMASH'S LIABILITY SHALL BE LIMITED AS FOLLOWS:
7.3.1 Under no circumstances shall Solitaire Smash, its parents, subsidiaries, or affiliates, or the directors, officers, employees, or other representatives of each of them (Solitaire Smash and the aforementioned - "Solitaire Smash Entities"), be liable to you for any damage, loss, claim, causes of action, injury, demand, liabilities, costs, or expenses of any kind (including, for any reasonable attorneys/legal fees, special, direct, indirect, incidental, exemplary, economic, punitive, or consequential damages) that are directly or indirectly related to: (a) the Services (including any content or information you make available or uploaded, the use of any Game, participation in any competition or tournament, or your rights in connection with any Winning or Promotion); (b) the use of, inability to use, or performance of, the Services; (c) any action taken in connection with an investigation by Solitaire Smash or law enforcement authorities regarding your use of the Services; (d) any action taken in connection with copyright owners; (e) any User Content or Third Party Content; (f) any errors, act or omissions in the Services’ technical operation; (g) or any cause or action whatsoever of any jurisdiction, whether based on warranty, breach of contract, tort (including negligence), or any other legal theory and even if such damage, loss, claim or demand is foreseeable, or if the Solitaire Smash Entities have been advised of the possibility of such damage, loss, claim or demand. In no event will the Solitaire Smash Entities be liable to you or anyone else for loss or injury, including, without limitation, death, or personal injury, arising from your use of the Services.
7.3.2 Notwithstanding anything to the contrary, in no event shall the Solitaire Smash Entities total liability to you for all damage, loss, claim, causes of action, injury, demand, liabilities, costs, or expenses of any kind, exceed one hundred dollars (US$100), and the existence of one or more claims shall not enlarge this limit.
7.3.3 If you are dissatisfied with any of the Services, your sole and exclusive remedy is to discontinue accessing and using the Services. You confirm that in the event you incur any damage, loss, claim, causes of action, injury, demand, liabilities, costs, or expenses of any kind that arise out of Solitaire Smash Entities' acts or omissions, the damages, if any, caused to you, are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any of the Services or other property owned or controlled by Solitaire Smash Entities, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of the Services, your uploaded information on the Services, or any and all activities or actions related thereto. By accessing and/or using the Services (including the Website), you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected. Accordingly, you agree to waive the benefit of any law, including, to the extent applicable, California Civil Code section 1542 or other similar legislation, that otherwise might limit your waiver of such claims.
​
7.4 Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. In such jurisdictions, our liability will be limited to the fullest extent permitted by applicable law.
8. User Content and Consent
8.1 Certain features of the Services may allow you to make available, add, create, upload, submit, post, distribute and/or publish certain content such as video, audio clips, text, information, data, text, photos, information (including personal information) software or graphics (“Content”).
​
8.2 By making available, adding, creating, uploading, submitting, posting, distributing, or publishing Content on or through the Services (“User Content”), you:
8.2.1 grant Solitaire Smash a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, paid-up, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works based upon, display, perform, and otherwise exploit the User Content, including in connection with marketing of the Services;
8.2.2 grant each user of the Services a non-exclusive license to access your User Content and to use, reproduce, distribute, display, perform, and prepare derivative works based upon, such User Content;
8.2.3 represent and warrant that you have and will continue to have all necessary rights and permissions, including all related intellectual property rights, to the User Content;
8.2.4 represent and warrant that your User Content does not infringe or violate any law or the rights of any third party (including, any copyright, trademark, patent, or other intellectual property or proprietary right, or any right to privacy or publicity);
8.2.5 represent and warrant that your User Content does not breach the Terms;
8.2.6 acknowledge that Solitaire Smash does not guarantee, and is not under any obligation of, confidentiality with respect to any User Content, and you agree that any User Content is provided on a non-proprietary and non-confidential basis;
8.2.7 acknowledge that such User Content may be provided to third parties and/or published, and that you may be identified publicly and associated with such User Content;
8.2.8 acknowledge that we may decide not to forward such User Content to third parties or decide not to make it publicly available;
8.2.9 agree that Solitaire Smash shall have the right, but not the obligation to, edit, delete, modify, reformat, or translate any User Content, at any time, without notice to you, and for any reason (including, without limitation, upon receipt of a claim relating to such User Content, or if Solitaire Smash is concerned that you may have violated the Terms), or for no reason, and that we have no obligation to return User Content to you.
​
8.3 You are not entitled to any approval of or compensation or credit for any User Content (including in connection with the distribution and use thereof). To the extent permitted by applicable laws, you hereby waive any moral rights you may have in any User Content (like the right to be identified as the author of the User Content or the right to object to a certain use of that User Content). You acknowledge that Solitaire Smash may use a record of your gameplay, performance, and results in any Game, tournament or competition (your “Historical Player Data”), which may include your User Content, in future Games, tournaments or competitions without additional compensation, credit, notice or cost to you and without your further approval.
​
8.4 YOU AGREE TO INDEMNIFY, AND HOLD SOLITAIRE SMASH ENTITIES HARMLESS FROM ANY DAMAGE, LOSS, CLAIM, INJURY DEMAND, LIABILITIES, COSTS, OR EXPENSES OF ANY KIND, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF YOUR USER CONTENT.
​
8.5 You confirm that you may be exposed to User Content of others, and that Solitaire Smash is not responsible for the accuracy, usefulness, safety, or intellectual property rights of, or relating to, such User Content of others. You may be exposed to User Content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Solitaire Smash in connection with such User Content. Solitaire Smash does not monitor or control User Content made available through the Services and is not responsible for such content. Any use or reliance on any content posted through the Services or obtained by you through the Services is at your own risk.
9. Intellectual Property Rights and License
9.1 The Services, Games, competitions, tournaments, Winnings, Promotions, Virtual Items (defined below), Third Party Content, User Content and software, images, text, graphics, illustrations, trademarks, brands, service marks, copyrights, photographs, audio, videos and music, logos, symbols, trade dress and “look and feel” and designs therein (including any rights such as intellectual property right associated therewith) are the property of Solitaire Smash and, per its confirmation, of applicable third party(ies). Any derivative works or modifications of any of the foregoing (including any rights such as intellectual property rights associated therewith) are the property of Solitaire Smash and, per its confirmation, of applicable third party(ies). Solitaire Smash reserves all rights with respect to the foregoing.
​
9.2 You agree not to use, copy, reproduce, sell, license, rent, modify, distribute, copy, transmit, publish, publicly display, publicly perform, adapt, edit or create derivative works from any of the above mentioned or any materials or content accessible in connection with the Services. Except for your right to use the Services in accordance with the Terms, no right or license is granted hereunder, express or implied, to any of the abovementioned (and intellectual property rights associated therewith). Specifically, your use of the Services does not convey or imply the rights to use the Services or Games in combination with any other information, products, service or software.
​
9.3 You may choose to, or we may invite you to, submit comments or feedback about the Services, including about how to improve them (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Solitaire Smash under any fiduciary duty or obligation. Solitaire Smash is free to disclose the Feedback to anyone or otherwise use the Feedback without any additional compensation to you.
​
9.4 Open Source and Other Third-Party Components. Our Services may include software components owned by or licensed from third-parties ("Third Party Components"), including open source software ("Open Source Components"). If any Open Source Components or other Third Party Components are indicated on our Website at: https://www.solitairesmash.com/, to be subject to the terms of a third party software license (“Third Party License"), including any open source software license, then the terms of that Third Party License will apply to such Open Source Component or other Third Party Component independent of the Terms.
​
9.5 Subject to the Terms, we grant to you a personal, nonexclusive, limited, non-transferable, non-assignable, non-sublicensable, license to: (a) view the Website; (b) install and run the Games, in object code format only, on a Device owned or controlled by you, solely for the purpose of accessing and using the Services in accordance with the Terms, and solely for so long as your Account is not terminated.
​
9.6 You acknowledge that you are receiving licensed rights only. You may not network the Services among devices. You may not directly or indirectly, or authorize any person or entity, to: (a) 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, or its structural framework; (b) create derivative works of any of the Services; (c) use the Services in whole or in part for any purpose except as expressly provided herein; or (d) disable or circumvent any access control or related device, process or procedure established with respect to the Services. You are responsible for all use of the Services that is under your possession or control.
10. Virtual Items
10.1 Solitaire Smash may allow you to create or earn virtual items as part of Winnings, Promotions or otherwise, such as virtual avatars, goods, tokens, trophies, or points (collectively, “Virtual Items”) to be used only in the applicable Services (applicable Game, competition or tournament). You acknowledge that because all Virtual Items are created through the Games and/or Services, we solely and exclusively own all Virtual Items.
​
10.2 You agree that you may only obtain Virtual Items from us and not from any third party. Virtual Items may only be obtained and held by legal residents of jurisdictions where access to and use of the Services is permitted.
​
10.3 You acknowledge that you do not in fact “own” the Virtual Items. By creating or earning Virtual Items, holders thereof have obtained a limited and revocable license to a digital product for use only in the Services. This license is personal to the owner of the Account, and Virtual Items may not be sold, transferred, assigned, gifted, traded or sublicensed (including for monetary exchange or for any other value) and are not transferable upon death, as part of a domestic relations matter or otherwise by operation of law. Account holders may not combine, transfer, or share Virtual Items with other Account holders.
​
10.4 Any attempt to transfer, sell or perform any other action related to Virtual Items in violation of the Terms may subject the Account holder to termination of his/her Account, a lifetime ban from using the Services, and/or legal action. We reserve the right to take any other action or additional action we deem appropriate in our sole discretion in the event we believe (in our sole discretion) that an Account holder has violated these provisions.
11. Winnings, Account Funds and Payments
11..1 As part of the Services, you may be required to pay certain entry fees when entering certain competitions and/or tournaments (“Entry Fees”). Entry Fees shall be made known to you prior to entry into any competition or tournament. ALL ENTRY FEES ARE STATED IN U.S. DOLLARS, MUST BE PREPAID, AND ARE NON-REFUNDABLE. IF YOU AGREE TO ENTER A COMPETITION OR TOURNAMENT, YOU AGREE TO PAY THE ENTRY FEES ASSOCIATED THEREWITH. WE MAY CHANGE THE ENTRY FEES AT ANY TIME IN OUR DISCRETION, HOWEVER NO CHANGE WILL AFFECT YOUR PAST PURCHASES.
​
11.2 By providing us with a payment method, you: (a) represent that you are authorized to use the payment method that you provided and that any payment information you provide is true and accurate; and (b) authorize us to charge you for the Services using your payment method. We may bill you, in our sole discretion: (i) in advance; (ii) at the time of purchase; or (iii) shortly after purchase. If you believe that you have paid any Entry Fees in error, you must notify us within 30 days following such claimed error. We will then promptly investigate the charge. If you do not notify us within the above period of time, we will not be liable for any losses resulting from the error and we will not be required to correct the error or provide a refund. If we identify a fee error, we will correct that error within 90 days. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys' fees and other legal fees and costs.
​
11.3 If you participate in competitions or tournaments without depositing U.S. Dollars into your Account for those competitions or tournaments, then you are a "free player" with respect to such competition or tournament. However, if you play in a competition or tournament that requires an Entry Fee paid in U.S. Dollars ("Cash Competition"), then you are a "Cash Player." Each Cash Player acknowledges that we may change the following at our sole discretion and without notice: (a) any method for evaluating your funds; and (b) any withdrawal related rules, including the minimum withdrawal amount, withdrawal methods and withdrawal fee. Upon a withdrawal request, you may be required to submit the following current and correct information: your full name, your permanent residential address, your phone number, and your credit card or other payment information. Participating in Cash Competitions may, in our sole discretion, require establishing a positive account balance prior to entry. If you are a Cash Player, by submitting this information, you consent to allowing us to share your personal and payment information in confidence with third party service providers for the purposes of validating your identity and assessing the transaction risk associated with accepting your selected method of payment, and for any other purpose as detailed in our privacy policy. If you make a credit card deposit, we may submit an authorization request to the issuing bank of at least ten U.S. Dollars (US$10.00) to your credit limit, even if the actual amount charged may be lower. When you withdraw funds from your Account, you may be required to submit your social security number or other identifying information. Failure to provide your social security number or other identifying information at that time may result in our inability to process your withdrawal for any Winnings. In addition, your personal account (whether it is a bank account, credit card, PayPal or other) may incur additional fees and/or commissions for receiving funds from your Account. We are not responsible for paying those fees and/or commissions even if such fees and/or commissions exceed the withdrawn amount itself.
​
11.4 If you participate in Cash Competitions you may win certain cash prizes and/or winnings (“Winnings”), based on these Terms and your achievements in such Cash Competition.
​
11.5 As part of the Services, we may, from time to time in our sole discretion, grant you free bonus funds and/or credits (“Bonus Funds”). A Bonus Fund can be used to enter Cash Competitions but cannot be withdrawn or used for any other Services. When you enter a Cash Competition, we may deduct a certain amount of the Bonus Funds as an Entry Fee. Notwithstanding the foregoing, additional Bonus Funds will be used to enter Cash Competitions if it is the only currency available in your Account. When you win a Cash Competition, any Bonus Funds that you have used to pay the Entry Fee will be returned to you and any additional Winnings beyond your Entry Fee will be paid in U.S. Dollars. If you initiate a withdrawal of funds from your Account, you will forfeit any Bonus Funds currently in your Account. If you do not enter any Cash Competitions within a continuous ninety (90) day period, all Bonus Funds in your Account will be forfeited.
​
11.6 You are fully responsible and liable for all charges, deposits and withdrawals (including of Winnings) made under your Account, including any unauthorized charges, deposits or withdrawals, and they may be subject to a fee.
​
11.7 If you are a Cash Player, you may request a withdrawal of funds from your available Account balance at any time. Virtual Items cannot be withdrawn. Bonus Funds cannot be withdrawn. Processing of requested funds may take up to ninety (90) days; provided, however, that we may freeze your Account and/or delay a request for withdrawal of funds pending completion of any investigation of reported or suspected abuse or fraud, verification of eligibility, or to comply with applicable laws.
​
11.8 If you choose to close your Account, any funds (including Winnings) in your Account will be forfeited. If you want to withdraw funds from your Account before closing it, you must request to do so prior to terminating your Account. If we unilaterally close or terminate your Account due to your violation (as determined in our sole discretion) of the Terms, funds in your Account may be forfeited and not returned to you.
​
11.9 If your Account is inactive (i.e., you have not entered at least one (1) competition or tournament) for six (6) consecutive months or more, we reserve the right to charge a maintenance Fee of US$2.00 per month (the “Monthly Maintenance Fee”). After five (5) or more months of inactivity, you will be notified by the email associated with your Account that if your Account remains inactive for one (1) more month, the Monthly Maintenance Fee will be deducted from your Account each consecutive month after that it remains inactive. The Monthly Maintenance Fee will not be deducted from your Account if there are no funds in your Account. However, if your Account has no funds and has been inactive for twelve (12) or more consecutive months, we reserve the right to close your Account.
​
11.10 Unless otherwise required by law, all fees are final, and no refunds are given.
​
11.11 If you are eligible to receive Winnings, we may require that you provide us with proof that you are or were at the time of your participation in the competition or tournament, eligible to participate in accordance with the Terms and that your participation was in accordance with the Terms. If you do not provide us with such proof to our reasonable satisfaction, then you will not receive your Winnings. If you receive Winnings in error, we may reverse or require return of the Winnings. You agree to cooperate with us in our efforts to do this. We may also reduce payment to you without notice to adjust for any previous overpayment.
​
11.12 Competitions and tournaments results and calculation of Winnings therein are based on the final statistics and scoring results at the completion of the competition or tournament. Once competition results are reviewed and graded, the Winnings are awarded. The scoring results of a competition or tournament will not be changed regardless of any official statistics or scoring adjustments made at later times or dates, except in Solitaire Smash’s sole discretion.
​​​
11.13 By using the Service, you permit us, at our sole discretion, to use a record of your gameplay in any competition or tournament and your resulting scores and statistics ("Historical Playthrough") for any purpose, including to improve the Service, to detect fraud and to match with other players. You also acknowledge and agree that when you use the Service to enter a competition or tournament and try to win a prize, you may be matched with another player's Historical Playthrough for the purposes of determining the outcome. Whether or not you win a prize in any competition or tournament is based on whether your score is higher than the other player(s) in the game, regardless of whether you are competing against the score of another live player or the score of another player’s Historical Playthrough; the goal is to achieve the highest score so as to beat the score(s) of the other player(s) in the game. The profile displayed for a Historical Playthrough will be generated by Solitaire Smash; it will not be the profile of the player whose record was used for the Historical Playthrough.
​
11.14 Our algorithms are designed to establish the same game setup parameters for each player in the same competition or tournament. Therefore, whether you are matched against a recorded gameplay of a real player or the live gameplay of a real player, you play under the same game setup parameters as every other player in the same competition or tournament. If you beat the score(s) of the other player(s) in the competition or tournament, and are otherwise eligible for a prize, you will win that prize, regardless of whether you were competing against other live player(s) or any Historical Playthroughs. If the score(s) of any Historical Playthroughs that are in the competition or tournament are winner(s) of that game, the prize will be reserved and awarded through our periodic live-player-only tournaments.
​
11.15 Solitaire Smash reserves the right to cancel competitions and tournaments at anytime. In the event of a cancellation, all Entry Fees will be refunded to the user except as specifically provided in the Terms or applicable rules.
​
11.16 Guaranteed Winnings may be offered in connection with some of the competitions and tournaments offered by us and will be made known in the rules. Each competition and tournament is governed by its own set of rules in addition to the Rules. Solitaire Smash encourages you to read such rules prior to entry. By participating in a Game, competition and/or tournament, you agree to be bound by the rules for such Game, competition, or tournament in addition to these Terms.
​
11.17 You must promptly notify us of any changes to your credit card account number, its expiration date and/or your billing address, or if your credit card expires or is cancelled for any reason. We are not liable for any loss caused by any unauthorized use of your credit card or other method of payment by a third party in connection with the Services. Any attempt to commit fraud through the use of credit cards or other methods of payment, regardless of the outcome, or any failure by you to honor legitimate charges or requests for payment, may result in immediate termination of your Account, forfeiture of Winnings, and pursuit of civil litigation and/or criminal prosecution.
​
11.18 We may send you federal or state tax forms and/or other appropriate form(s) if your net winnings total six hundred dollars (US$600.00) or more in any given calendar year. Without limiting the foregoing, we may withhold from your existing Account balance and/or from future winnings any amount required to be withheld by applicable laws, including amounts due in connection with your failure to complete relevant tax documentation, but you remain solely responsible for paying all federal, state and other taxes in accordance with all applicable laws.
12. Copyright Notification – Digital Millennium Copyright Act Notice
12.1 If you find anything on the Services that you believe infringes your copyrights or the copyrights of a person you are authorized to represent, please report the alleged infringement to us and provide us with the following information: (a) a physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located in the Services (examples: game or feature or level); (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
​
12.2 If you believe that your material has been removed in error in response to a copyright notification, you may submit a counter notification to us with the following written information: (a) a physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; and (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
​
12.3 Our agent for notice of claims of copyright or other intellectual property infringement can be reached (a) by mail: 317 George Street, New Brunswick, Attn: Solitaire Smash Compliance Department or (b) by email: legal@solitairesmash.com.
​
12.4 You agree to defend, indemnify, and hold each Solitaire Smash Entity, harmless from any and all damage, loss, claim, injury demand, liabilities, costs, or expenses of any kind, including reasonable attorneys' fees, arising in any way from: (a) your access and/or use of the Services; (b) breach of the Terms (including any of the representations and warranties herein), including, (i) any data or work transmitted or received by you; (ii) your violation of any third-party right, including any right of privacy, publicity rights or intellectual property rights; (iii) your violation of any law, rule or regulation of any legal jurisdiction as applicable to you and Solitaire Smash; (iv) any damage, loss, claim, causes of action, injury, demand, liabilities, costs, and expenses of any kind that arise as a result of any of your User Content or any other Content; or (v) any other party’s access and use of the Services with your Account Details.
​
12.5 You are solely responsible for your interactions with other users of the Services and any other parties with whom you interact through the Services. We reserve the right, but have no obligation, to become involved in any way with these disputes. If you have a dispute with one or more users, you release and hereby agree to indemnify each Solitaire Smash Entity from any and all damage, loss, claim, injury demand, liabilities, costs, and expenses of any kind, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use or data.
13. Miscellaneous Terms
13.1 Term and Termination. You may terminate your Account at any time and for any reason by sending us a support request at legal@solitairesmash.com or following the instructions provided on the Website. Upon termination of your Account, you must immediately discontinue use of your Account and all other Services. Immediately upon termination of your Account, all license and rights granted to you under the Terms automatically terminate. Any and all terms and conditions within the Terms that should, by their nature, survive termination of the Terms, will survive such termination, including but not limited to Sections 7, 8.2, 8.3, 8.4, 13.2, 13.3.
​
13.2 DISPUTE RESOLUTION, GOVERNING LAWS AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND SOLITAIRE SMASH TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU AND SOLITAIRE SMASH CAN SEEK RELIEF FROM EACH OTHER.
​
By agreeing to these Terms, you and Solitaire Smash agree that any and all past, present and future disputes, claims or causes of action between you and Solitaire Smash arising out of or relating to these Terms, the Service, the formation of these Terms, our relationship or any other dispute between you and Solitaire Smash or any of Solitaire Smash's licensors, distributors, suppliers or agents (including but not limited to any application store or platform from which the Service is accessed or downloaded), and whether arising prior to or after your agreement to this Section, (collectively, “Dispute(s)”) will be governed by the procedure outlined below. You and Solitaire Smash further agree that, except solely as set out in Section 13.7 below, any arbitration pursuant to this Section shall not proceed as a class, group, mass or representative action.
​
“Country of Residence” for purposes of this Section 13 means the country in which you hold citizenship or legal permanent residence, as well as any country from which you regularly access and use the Service. If more than one country meets that definition for you, then your country of citizenship or legal permanent residence shall be your Country of Residence, and if you have more than one country of citizenship or legal permanent residence, it shall be the country with which you most closely are associated by permanent or most frequent residence.
​
If your Country of Residence is in the European Economic Area, no provision in this Section 13 shall exclude or restrict any of your statutory rights you may have as a consumer.
​
13.2.1 Governing Law.
1. If your Country of Residence is the United States, these Terms, your use of the Service, any Dispute and our entire relationship will be interpreted in accordance with and governed by the laws of the State of Israel without regard to conflict- or choice-of-law principles. The agreement to arbitrate contained in this Section 13, its scope and its enforcement shall also be governed by the United States Federal Arbitration Act without regard to conflict- or choice-of-law principles.
2. If your Country of Residence is not the United States these Terms, your use of the Service, any Dispute and our entire relationship, including the arbitration agreement contained in this Section 13, will be interpreted in accordance with and governed by the laws of the State of Israel without regard to conflict- or choice-of-law principles.
​
13.2.2 Informal Dispute Resolution.
Solitaire Smash wants to address your concerns without needing a formal legal case. Before filing a claim against Solitaire Smash (whether in arbitration or, as permitted, in litigation), you agree to try to resolve the Dispute informally by contacting legal@solitairesmash.com and engaging in a good-faith effort to resolve your Dispute with us. Similarly, Solitaire Smash will undertake reasonable efforts to contact you (if we have contact information for you) to resolve any claim we may possess informally before taking any formal action. If a dispute is not resolved within 30 days after the email noting the Dispute is sent, you or Solitaire Smash may initiate an arbitration proceeding as described below.
​
13.2.3 Limitations Period.
You must initiate any Dispute within the earlier of (i) one year of becoming aware, or (ii) one year of when you reasonably should have become aware, of the basis for such Dispute.
​
13.2.4 We Both Agree To Arbitrate.
By agreeing to these Terms, you and Solitaire Smash each and both agree to resolve any Disputes through final and binding arbitration as discussed herein, except as set forth under “Exceptions to Agreement To Arbitrate” below.
​
13.2.5 Opt-out of Agreement to Arbitrate.
You may decline this agreement to arbitrate by contacting legal@solitairesmash.com within 30 days of first accepting these Terms (or any subsequent version of these Terms that materially amends this Section 13) and beginning to use the Service, and stating that you (include your first and last name) decline this arbitration agreement. By opting out of the agreement to arbitrate, you will not be precluded from using the Service, but you and Solitaire Smash will not permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein. For avoidance of doubt, in the event you exercise your right to opt out of the agreement to arbitrate, those limitations and restrictions applicable to litigation that are set out in subsections 13.1, 13.2, 13.3, 13.9 and 13.11 of this Section 13 shall continue to apply to you. In addition, if you opt out of this agreement to arbitrate and at the time of your receipt of these Terms you were bound by an existing agreement to arbitrate disputes arising out of or related to your use of or access to the Service, that existing arbitration agreement will remain in full force and effect. In other words, if you are bound by an agreement to arbitrate at the time you opt out of this one, that prior agreement to arbitrate will continue to apply to you.
​
13.2.6 Arbitration Procedures and Fees.
1. If your Country of Residence is the United States, you and Solitaire Smash agree that JAMS will administer the arbitration under its Streamlined Rules in effect at the time arbitration is sought (“JAMS Rules”). Those rules are available at http://www.jamsadr.com. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator in accordance with those rules; provided that the parties shall be presented with a list of five potential arbitrators and shall rank those potential arbitrators in order of preference. JAMS shall select the arbitrator with the highest combined preference (e.g., if both parties select a potential arbitrator as their top preference, that arbitrator will be selected). You and Solitaire Smash further agree that, unless and only to the extent prohibited under JAMS Rules, the arbitration will be held in New York, New York, or, at your election, will be conducted telephonically or via other remote electronic means. The JAMS Rules will govern payment of all arbitration fees. The arbitrator shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law.
2. If your Country of Residence is not the United States, you and Solitaire Smash agree that the Center of Arbitration and Dispute Resolution (www.israelcourts.co.il (“CADR”) will administer the arbitration, which shall be conducted in accordance with its rules in effect at the time arbitration is sought, and in accordance with the Israeli Arbitration Law, 5728-1968, as amended. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator in accordance with those rules. You and Solitaire Smash further agree that the arbitration will be held in English and in Tel Aviv-Jaffa (Israel), or, if you so elect, all proceedings can be conducted telephonically or via other remote electronic means. The CADR rules will govern payment of all arbitration fees.
3. All arbitration proceedings and resulting awards conducted pursuant to Section 13 shall be confidential. Any such award may not be disclosed to third parties other than to a party's legal, accounting or financial advisors (each of whom shall be subject to that same confidentiality obligation) except (i) by either party in support of its pursuit or defense of its legal rights or obligations in another litigation or arbitration (whether involving the same or different parties), (ii) to the extent disclosed in connection with a petition or motion to confirm, enforce or recognize the award or (iii) otherwise as required or permitted by applicable law.
​
13.2.7 Appeals.
You and Solitaire Smash agree that any award issued by an arbitrator pursuant to this Section 13 may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election.
​
13.2.8 Batch Arbitration.
To increase efficiency of resolution, in the event 25 or more similar arbitration demands against Solitaire Smash (including its subsidiaries or affiliates), presented by or with the assistance of the same law firm or organization or group of law firms or organizations acting together, are submitted to JAMS, the JAMS Mass Arbitration Procedures and Guidelines (“JAMS Mass Rules”) shall apply. In such event, the JAMS Process Administrator (as described in the JAMS Mass Rules) shall have the authority to implement the procedures set forth in the JAMS Mass Rules, including the authority to batch together individual arbitration demands into a single coordinated proceeding. Arbitrators appointed in accordance with this Section 13.8 must be retired judges with experience arbitrating or mediating disputes. All provisions of this Section 13 that are not in conflict with the JAMS Mass Rules, including the appointment process for the arbitrators, shall continue to apply.
​
13.2.9 Class Action Litigation and Collective Arbitration Waiver.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (AND EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.8), NEITHER YOU NOR SOLITAIRE SMASH SHALL BE ENTITLED: TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES; TO PARTICIPATE IN ANY GROUP, CLASS, COLLECTIVE OR MASS ARBITRATION; TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS; TO ARBITRATE OR LITIGATE ANY DISPUTE IN A PRIVATE ATTORNEY GENERAL CAPACITY; OR OTHERWISE TO SEEK RECOVERY OF LOSSES OR DAMAGES (WHETHER FOR YOURSELF OR OTHERS) INCURRED BY A THIRD PARTY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY OR ENFORCEABILTY OF THIS SECTION 13.9 SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THESE TERMS, IN THE EVENT ALL OR ANY PORTION OF SUBSECTIONS 13.7, 13.8 OR 13.9 OF THIS SECTION 13 IS FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE IN A PARTICULAR DISPUTE, THEN THE PARTIES’ AGREEMENT TO ARBITRATE (BUT NOT THOSE LIMITATIONS AND RESTRICTIONS APPLICABLE TO LITIGATION THAT ARE SET OUT IN SUBSECTIONS 13.1, 13.2, 13.3, 13.9 AND 13.11) MAY BE DEEMED VOID AND AS HAVING NO EFFECT FOR PURPOSES OF THAT DISPUTE, UPON EITHER PARTY'S ELECTION.
1. Assignment of Rights. You may not transfer, assign, sub-license, or pledge in any manner whatsoever your Account or any of your rights or obligations under the Terms. Solitaire Smash may freely transfer, assign, sub-license, or pledge in any manner whatsoever any of its rights and obligations under the Terms or any part thereof, without notifying you or receiving your consent.
2. Notification Procedures. Solitaire Smash may provide notifications, whether such notifications are required by law, the Terms, or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice or through posting of such notice on the Website. All notices given by you or required from you under the Terms shall be in writing and emailed to: legal@solitairesmash.com, except notice of claims of copyright or other intellectual property infringement, which may be submitted by mail or email according to Section 12.3. Any notices that you provide without compliance with this section on notices shall have no legal effect.
​
13.2.10 Exceptions to Agreement to Arbitrate.
Notwithstanding the other provisions of this Section 13, either you or Solitaire Smash may bring an action in a court authorized by Section 13.11 for temporary injunctive relief until an arbitrator has been empaneled and can determine whether to continue, terminate or modify such relief. Additionally:
1. If your Country of Residence is the United Kingdom, Switzerland or in the European Economic Area, notwithstanding your and Solitaire Smash’s agreement to arbitrate Disputes, either you or Solitaire Smash also may assert claims, if they qualify, through the small claims process in the courts of your Country of Residence. If your Country of Residence is in the European Economic Area, you may also use the Online Dispute Resolution platform offered by the European Commission https://ec.europa.eu/consumers/odr/ . Please note that Solitaire Smash shall not be required to use this or any other alternative dispute resolution platform.
2. If your Country of Residence is not the United States, the United Kingdom, Switzerland or in the European Economic Area, notwithstanding your and Solitaire Smash’s agreement to arbitrate Disputes, either you or Solitaire Smash may also assert claims, if they qualify, through the Small Claims Court in Tel Aviv-Jaffa, Israel, or if a court in your Country of Residence would not recognize such a requirement (notwithstanding the provisions of this Section), then in a small claims court or the equivalent in your Country of Residence.
​
13.2.11 Judicial Forum for Disputes.
Except as otherwise required by applicable law or provided in this Section 13, in the event that you properly opt out of the agreement to arbitrate or the agreement to arbitrate is found not to apply to you or your claim or Is otherwise deemed void or unenforceable, you and Solitaire Smash agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Tel Aviv-Jaffa, Israel. Both you and Solitaire Smash consent to venue and personal jurisdiction there. You and Solitaire Smash further agree that either of us may move to compel arbitration or to enforce or compel an arbitral award before any court of competent jurisdiction.
CONTACT US. IF YOU HAVE ANY QUESTIONS ABOUT THE TERMS OR THE WEBSITE IN GENERAL, PLEASE CONTACT US AT SUPPORT@SOLITAIRESMASH.COM. SUBJECT TO THE CONTENT OF YOUR INQUIRY, SOLITAIRE SMASH MAY REQUEST THAT YOU PROVIDE ADDITIONAL INFORMATION IN ORDER TO ALLOW THE APPROPRIATE HANDLING OF YOUR INQUIRY.
