Legal

User FAQ

Updated as of November 28th, 2022

Who is eligible to compete in Skillz games? Anyone over age 18 with a mobile phone can play.
What makes Skillz legal? All games with cash-enabled competitions have undergone patented tests to ensure that they are as fair and skill-based as possible.
Where are Skillz cash tournaments available? Skillz uses GPS to locate your mobile device to confirm you are located where cash tournaments are permitted. Cash tournaments are currently disabled in certain countries and some U.S. states (AR, CT, DE, LA, and SD) to comply with local regulations.
What is the difference between skill-based gaming and gambling? Players’ abilities determine the outcome of a skill-based competition. Gambling involves significant elements of chance and increased performance is often uncorrelated with additional play.
What happens if players try to play a Skillz game where cash competitions are not enabled? For states and countries where cash competitions are not permitted, generally, players may still compete in virtual currency tournaments.
How do I know my opponent is a fair match? Skillz’s algorithm matches players of similar ability to ensure level play in tournaments.
How do I know that each game is fair? Skillz technology and teams ensure that each tournament provides the same circumstances to each player. Software and fraud prevention teams also monitor gameplay to prevent cheating and ensure competitions are fair.

User Terms and Conditions of Service

Updated as of December 2, 2024

Welcome to Skillz! We hope you’ll enjoy being a part of our community by participating in online gaming challenges, competitions and tournaments offered by those certain third-party developer partners who have integrated their games with Skillz’s SDK (collectively, “Competitions”) and using other applications, tools and services offered by third-party developer partners who have integrated Skillz’s SDK into their Competitions and that may be provided from time to time (together with Competitions, the “Services”). YOU ACKNOWLEDGE THAT YOUR ABILITY TO PARTICIPATE IN COMPETITIONS AND USE THE SERVICES OFFERED BY THIRD PARTY DEVELOPERS DOES NOT ESTABLISH SKILLZ AS A PROVIDER OF COMPETITIONS OR THE SERVICES.

BY REGISTERING FOR AN ACCOUNT WITH US (your “Account”), USING THE SERVICES IN ANY WAY, CLICKING “I ACCEPT” BELOW, DOWNLOADING ANY APPLICATION INTEGRATED WITH SKILLZ’S SDK (as further defined in Section 2.2 below, “Software”), OR REGISTERING FOR OR PARTICIPATING IN ANY COMPETITIONS, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS OF SERVICE AND ALL OBLIGATIONS AND RULES THAT MAY BE INCLUDED WITHIN EACH COMPETITION IN WHICH YOU PARTICIPATE (“Rules”) (these Terms and Conditions of Service, the terms of any policy incorporated herein, and the Rules are collectively referred to as the “Terms”) IN THEIR ENTIRETY; (B) AGREE TO BE BOUND BY THE TERMS; AND (C) ARE AUTHORIZED AND ABLE TO ACCEPT THESE TERMS. If you don’t wish to be bound by the Terms, do not click “I accept” and do not register with Skillz (“Skillz”, “we” or “us”) and do not use the Services. Declining to accept these Terms means you will be unable to participate in Competitions or use your Skillz account.

1. GENERAL TERMS

1.1. ARBITRATION. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE (“CLAIM”) ARISING OUT OF OR RELATING TO THESE TERMS AND/OR OUR SOFTWARE OR SERVICES MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN SECTION 14 BELOW. PLEASE READ SECTION 14 CAREFULLY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY.

1.2. Changes to the Terms. We may amend, change, modify or revise the Terms at any time, and we may post a notice on our website at (“Website”) of any material changes, and you can see when these Terms were last revised by referring to the “Updated” legend above. Your continued participation in Competitions and/or use of Software or Services means you accept any new or modified Terms. You are responsible for reviewing the Terms for any changes, so please check back here from time to time.

1.3. Eligibility. You may not modify these Terms except in writing signed by both you and Skillz. For purposes of these Terms, “writing” does not mean an email nor an electronic/facsimile signature.

1.3.1. United States (U.S.). To be eligible to register an Account, to participate in any Competition or receive Services, and/or to download Software, you must: (a) be a natural person who is at least 18 years of age or older, and who is personally assigned to the email address submitted during your Account registration; (b) have the power to enter into a contract with Skillz; (c) be physically located within the U.S. when accessing your Account and participating in Competitions; (d) be physically located within a U.S. state in which participation in the Competition you select is unrestricted by that state’s laws; and (e) at all times abide by these Terms. If any one of these requirements is not met at any time, we, as agent for our developer partners, may suspend or close your Account with or without notice.

1.3.2. Non-U.S. To be eligible to register an Account, to participate in any Competition or receive Services, and/or to download Software, you must: (a) be a natural person who is at least 18 years of age or older, and who is personally assigned to the email address submitted during your Account registration; (b) have the power to enter into a contract with Skillz; (c) be physically located in a jurisdiction in which participation in the Competition you select is permitted and unrestricted by that state or country’s laws; and (d) at all times abide by these Terms. If any one of these requirements is not met at any time, we, on behalf of our developer partners, may suspend or close your Account with or without notice.

1.4. Registration. When you create an Account, you will be asked for a legitimate email address that you control and to create a password. After registration, you will be given the opportunity to create a username or accept a username given by the Services. The password and username are needed to participate in the Services. As a registered user, you can update your account settings, including your email address, by logging into your Skillz Account inside any Skillz-enabled game and clicking “Account Settings”. Also, if you forget either your password or username, you can visit the Website or email us for help. Please keep your username and password secret because you are responsible for all activity in your Account. Although we may offer a feature that allows you to “save” or “remember” your password, this feature makes it possible for third parties to access your Account, so please use that feature prudently because such use is at your own risk. We may, in our sole discretion, reject, change, suspend and/or terminate your username.

1.6. Personal Location Data: As a part of this service, on behalf of our developer partners, we collect location information from your device. If you would like to opt out of having this information collected, you can disable location access to any game with the Skillz SDK through the Settings menu on your mobile device.

1.7. Use of Information Collected: By upgrading an account and providing an email address, users authorize Skillz to provide them with important announcements, relevant promotions, and other related communications relating to the Service, Software and Competitions. Users will always have the opportunity to opt out of these communications at any time.

By subscribing to receive SMS messages, you agree to the following terms and conditions regarding messaging and communications:

Messaging Frequency By opting in, you consent to receive recurring messages from us. The frequency of these messages may vary depending on the service you’re subscribed to (e.g., weekly, monthly, or as events or promotions arise).

Potential Fees Standard messaging and data rates may apply depending on your mobile carrier and plan. You are responsible for any charges incurred from receiving messages.

Opt-In Method To opt-in to our messaging service, you must provide explicit consent by (enter consent method) through our website.

Opt-Out Method You can opt out of receiving further messages at any time by replying with STOP. After opting out, you will no longer receive further messages unless you opt back in.

Privacy Policy For more information about how we collect, use, and protect your personal data, please refer to our Privacy Policy.

1.8 Employee Policy: Skillz employees may use the Services and/or Software for the purpose of testing the user experience, but may not withdraw money. Skillz directors, contractors, affiliates, or partners may use the Website, Services and/or Software without such limitation, but only if they do not have any access to non-public information relating to the Services and/or Software that would lead to any advantage in their play using the Services and/or Software.

2. SERVICES AND SOFTWARE

2.1. The Services. On behalf of our developer partners, we may, with or without notice to you: (1) modify, suspend or terminate your access to the Website, Services and/or Software for any reason without liability; and (2) interrupt the operation of the Website, Services and/or Software as necessary to perform maintenance, error correction, or other work. As agent for our developer partners, we may suspend and/or close the account of any user who violates, or whom we reasonably believe may be in violation of or will violate, these Terms, at any time without notice and without liability. Also, and without limiting our other rights or remedies, if we believe you have violated these Terms or if you have violated these Terms, as agent for our developer partners, we may determine that your Winnings, if any, will be forfeited, disgorged or recouped.

2.2. Software. If you wish to participate in Competitions or receive Services, you may be required to first download certain mobile applications from our third-party developer partners which have integrated Skillz’s SDK (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, is collectively “Software”). If you do not download the Software, you will not be able to participate in Competitions or receive relevant Services. Whether you download the Software directly or from a third party, such as via an app store, your use of the Software is subject to these Terms. We license the Software to you under Section 10.2.

2.3. Remote Access and Updates. We and/or our developer partners choose to offer technical support for Software from time to time in our discretion. Such technical support may require that we or our developer partners remotely access your device on which the Software is installed (“Device”). Also, if and when our developer partners update the Software or deploy patches, updates, and modifications to the Skillz SDK integrated into the Software, as applicable, we may do so through remote access of your Device without your knowledge. You hereby consent to these activities. You acknowledge that if we or our developer partners cannot remotely access your Device, then the Software may no longer work, and this may prevent you from participating in Competitions or otherwise receiving Services. We and/or our developer partners’ access to your Device will be limited solely to (i) providing support (ii) updating the Software or (iii) determining your location for skill-gaming regulatory purposes only, and is governed by the terms of our Privacy Policy.

2.4. Beta Releases. For any Service that is identified by us or our developer partners as a “beta” version (“Beta Service”), you acknowledge and agree that a Beta Service may contain more or fewer features than the final release of the Service. We and our developer partners reserve rights not to release a final release of a Beta Service or to alter any such Beta Services’ features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics. Beta Services may not be suitable for production use and may contain errors affecting proper operation and functionality.

2.5. Third Party Sites. You may be able to access third-party websites or services via the Software, Services or Website. We are not responsible for third-party websites, services, or content available through those third-party services. You are solely responsible for your dealings with third-parties (including advertisers and game developers). Your use of third-party software, websites or services may be subject to that third-party’s terms and conditions.

3. COMPLIANCE WITH LAWS

3.1. Prohibited US States/Countries. You acknowledge that various rules, regulations and laws addressing sweepstakes, contests, and tournaments with entry fees and/or prizes govern your participation in Competitions (“Gaming Laws”), and that Gaming Laws are set up by each individual US state, country, territory, or jurisdiction. Therefore, the Software DOES NOT permit Cash Competitions (as defined in section 8.3) to be offered to users participating in Competitions in any state in which such Competition violates its Gaming Laws (“Prohibited Jurisdiction”), and if you are located in any Prohibited Jurisdiction then you may not participate in Cash Competitions. In the United States, Prohibited Jurisdictions, as of the “Updated” date above, include: Arkansas, Connecticut, Delaware, Louisiana, and South Dakota. For card games, Prohibited Jurisdictions include Maine and Indiana. For Dominoes Gold, Prohibited Jurisdictions include New Jersey. It is your responsibility to determine whether the state, country, territory or jurisdiction in which you are located is a Prohibited Jurisdiction. Together with our developer partners, we reserve the right (but have no obligation) to monitor the location from which you access Services, and on behalf of our developer partners, we may block access from any Prohibited Jurisdiction. Each time you log in to participate in a Cash Competition, you must accurately confirm the location from which you are playing.

3.2. Additional Laws. In addition to Gaming Laws, you are also subject to all municipal, state and federal laws, rules and regulations of the city, state and country in which you reside and from which you access and use Services, including without limitation U.S. export laws (together with Gaming Laws, the “Applicable Laws”). You are solely responsible for your compliance with all Applicable Laws. Access to Competitions may not be legal for some or all residents of, or persons present in, certain jurisdictions. SERVICES AND COMPETITIONS ARE VOID WHERE PROHIBITED OR RESTRICTED BY APPLICABLE LAWS. Your participation in Competitions is at your own risk, and you agree not to hold us responsible or liable if Applicable Laws restrict or prohibit your access or participation.

3.3. LEGAL DISCLAIMERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LAWFULNESS OF YOUR PARTICIPATING IN ANY COMPETITION OFFERED BY OUR DEVELOPER PARTNERS OR USE OF SERVICES, NOR SHALL ANY PERSON AFFILIATED, OR CLAIMING AFFILIATION, WITH US HAVE AUTHORITY TO MAKE ANY SUCH REPRESENTATIONS OR WARRANTIES.

4. YOUR REPRESENTATIONS AND WARRANTIES TO US

You represent and warrant to us that (1) you have the right, authority, and capacity to agree to these Terms, to register for an Account, and to participate in those Competitions for which you register; and (2) you will comply with these Terms when participating in Competitions, receiving Services, and/or using Software; and (3) all information you supply to us or our developer partners is complete, accurate and current (and knowingly submitting incomplete or inaccurate information, or failing to update and maintain current, complete and accurate information, may result, without limitation, in immediate termination of your Account and forfeiture of Winnings).

5. YOUR INDEMNIFICATION OF US

You will, at your own cost and expense, indemnify and hold us and our directors, officers, employees and agents harmless from and against any and all claims, disputes, liabilities, judgments, settlements, actions, debts or rights of action, losses of whatever kind, and all costs and fees, including reasonable legal and attorneys’ fees, arising out of or relating to (i) your breach of these Terms; (ii) any use of your Account, the Website, the Software and the Services by any person including yourself; (iii) your violation of Applicable Laws; and/or (iv) your negligence or misconduct; and, if we instruct you in writing, you will, at your cost and expense, defend us from any of the foregoing using counsel reasonably acceptable to us.

6. PRIVACY

6.1. Privacy Policy. We are committed to your privacy, and our Privacy Policy, the terms of which are incorporated into these Terms as if set forth in their entirety, explains the policies put in place and used by us to protect your privacy as you visit the Website, participate in Competitions, download and use the Software and receive Services, and its terms are made a part of these Terms by this reference. We receive, store and use all information that you submit to the Website and all information you submit in registering for and participating in Services, in accordance with the Privacy Policy, so please read it carefully. We also collect anonymous aggregated and/or statistical data reflecting your use of the Website and Services and may use such data for tracking, reporting and other activities in connection with our business, also all in accordance with the Privacy Policy. We will not intentionally disclose any personally identifying information about you (including information submitted in creating an Account, your social security number, your email address, phone number, or passport, information obtained by the Website from cookies, and information regarding your IP address) to third parties without your consent except (1) where expressly specified in these Terms, (2) where expressly specified in the Privacy Policy, and/or (3) where we, in good faith, believe such disclosure is necessary to comply with Applicable Laws, to enforce these Terms against you, or to help prevent a loss of life or physical injury or crime.

6.2. Communications with You. As also detailed in the Privacy Policy, we may use emails, text messages, and push notifications to notify you when you win our developer partners’ Competitions, when a Competition you have entered has completed, and to let you know of special promotions, events and policy changes. We may also communicate with you via email, text message, push notification or chat for any other purpose relating to Services or Software. We or our representatives may monitor all communications made by or received by you while using the Website and Services. If you do not wish to receive these communications from us, you may opt out by emailing support@skillz.com, but you acknowledge that opting out may result in your inability to participate in our developer partners’ Competitions or receive Services.

6.3. Device Information. Using the Software and Services requires an Internet connection to our servers, and we (on behalf of our developer partners) or our developer partners may need to collect certain information from you and your Internet-enabled device (“Device”) in order to make the Software and Services available to you, such as hardware system profile data, internet connection data and any other data related to the operation of the Service from any Device that logs onto the Service using your Account. We will use this information in accordance with the Privacy Policy.

6.4. Warning. Please take care in sending us sensitive information because third parties can unlawfully intercept or access transmissions or private communications between you and us, and you acknowledge that internet transmissions are never completely private or secure. For your safety, you should never reveal any sensitive personal information in any Skillz-enabled public forums, message boards or chat features.

6.5. Promotional Activities. By registering for an Account, you allow us and/or our developer partners to publicly display your username and tournament records, and to use this information for any purpose. By using the Services, you allow us and our developer partners to print, publish, broadcast and use, worldwide, in any media and at any time, your name, picture, voice, likeness, and/or any biographical information that you submit to us or our developer partners (“Biographical Information”) for promotional, marketing or related business purposes, without compensation to you. However, we will never sell your Biographical Information without your prior written consent, and our use of your personally identifiable information is always governed by our Privacy Policy.

6.6. Gameplay Dialogue. On behalf of our developer partners, we may use third party websites and technologies to record or stream gameplay or chat dialogue occurring through the Services, including your own dialogue (“Recordings”). We use Recordings to verify compliance with these Terms and as part of marketing and promotion of the Services. Please do not submit personally identifiable information in gameplay dialogue—this information is available for anyone to see and use. You may record and distribute your own recordings of gameplay dialogue for non-commercial purposes (i.e., you may not record or distribute Recordings for compensation) so long as your recording and distribution: (a) do not include other products or services that are competitive with the Services, and (b) comply with these Terms.

6.7. Children. The Services will not knowingly accept personal information from anyone under 18 years old. If you believe that a child under 18 has gained access to the Services, please contact us at support@skillz.com. On behalf of ourselves and our developer partners, we have taken commercially reasonable steps to restrict use of Services to those who are at least 18 years old. As agent for our developer partners, we do not sell products or services for purchase by minors.

7. ACCEPTABLE USE POLICY

7.1. Rules of Conduct. You are personally responsible for your use of Services and Software, and while using Services and Software you must conduct yourself in a lawful and respectful manner in accordance with our rules of conduct below. We may temporarily or permanently ban users who violate these rules, or who abuse email communications, support communications, or the community purpose of any message board areas, as determined by us and our developer partners, in our sole discretion. We and our developer partners reserve the right to disable a player’s ability to upload profile photos or edit their username at any time.

Profanity, obscenities, or the use of **asterisks** or other “masking” characters to disguise such words, is not permitted.
You may not use or upload obscene, lewd, slanderous, pornographic, abusive, violent, insulting, indecent, threatening and harassing language of any kind, as determined by us in our sole discretion.
Service usernames will be displayed as ‘Your Name’; impersonating other players is not allowed.
Do not share personal information (your name, phone number, home address, and password) with other users.
Do not transmit or upload any copyrighted or trademarked materials in messages or postings.
Information disclosed in chat rooms, message boards, gameplay dialogue or via eMessages is revealed to the public, and neither we, nor our developer partners, is responsible for information you choose to disclose to others.
Advanced fonts, java, tables, html or other programming codes or commands are not allowed in messages.
You may not attempt to participate in any Service by means of automatic, macro, programmed or similar methods.
You may not commit fraud with regard to any Service.
You may not attempt to impersonate or deceive another user for the purposes of illicitly obtaining cards, passwords, account information etc. (aka “scamming”).

You may not make any commercial use of any of the information provided on the Website or through the Services nor make any use of the Website or Services for the benefit of a business.

7.2. Your Content. You acknowledge that the Service is a passive conduit for user content and that: (i) neither we, nor our developer partners, pre-screen user content or communications or (ii) control, verify or pay for any user content or communications. We do not endorse, and specifically disclaim any responsibility or liability for, any publicly posted content. In addition, as agent for our developer partners, we may terminate your access to any public forums at any time, without notice, for any reason whatsoever, and/or delete, move or edit content submitted publicly, in whole or in part. You may only upload, send, and receive messages and material that is related to the subject matter of the public forums, complies with Applicable Laws, and conforms to any additional terms of service posted in the public forums. You may not upload to, distribute, or otherwise publish any content, information, or other material that (a) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (b) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (c) includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties. Submissions or opinions expressed by users are that of the individual expressing such submission or opinion only. Subject to the foregoing, as agent for our developer partners, we may edit, refuse to post, or to remove any information or materials submitted, in our discretion. You may not use a false email address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of your submissions or content.

7.3. Cheating, Fraud, and Abuse. In accessing or participating in Services or using the Software, you represent and warrant to us and our developer partners that you will not engage in any activity that interrupts or attempts to interrupt the operation of the Services or Software. Anyone who engages in, participates in or displays behavior that may be interpreted, in the discretion of us and our developer partners only, as unfair methods in participating in Services or using the Software, including but not limited to, the opening and/or use of multiple accounts (e.g., You may not have more than one registered account with the same personal information, such as your name, email address, phone number, mobile device, and payment method) the use of unauthorized or altered software or hardware to assist play (e.g., bots, bot nets, and collusion with bots), intentionally poor play in certain games to achieve competitive advantage, collusion with other players (e.g. intentionally losing rematches in Cash Competitions), deliberate transfer of money between accounts (e.g., “money laundering”), harassment of other participants, posting objectionable material, breach of these Terms, breach of security of your Account, or any other act (whether through the use of automated technology or otherwise) that unfairly alters your chance of winning or constitutes the commission of fraud (collectively, “Abuse”), you will be subject to immediate sanction (as determined by us and our developer partners only), which may include, without limitation: (1) immediate termination of your Account and blocking of your access to the Website and Services; (2) any Winnings that you may otherwise have been entitled to receive shall be void and forfeited; (3) any Winnings received by you shall be subject to disgorgement and/or recoupment; and (4) you may be charged a fine of up to $1,000 for engaging in unfair methods. In addition to the foregoing, as agent for our developer partners, we reserve the right to disclose or report any money laundering similar illegal activity to law enforcement and regulatory authorities. Without limiting our other available remedies, we, solely, or in conjunction with our developer partners, may institute or seek any injunctive relief, civil and/or criminal proceedings against you and/or any of your co-conspirators arising out of or related to your commission of Abuse, including without limitation recovering all of our and/or our developer partners’ fees and expenses (including reasonable attorneys’ fees) in connection with such efforts.

7.4. Hacking, Tampering, or Unauthorized Access. Any attempt to gain unauthorized access to systems or any other user’s account, interfere with procedures or performance of Services, Software or the Website or deliberately damage or undermine the Services or Software is subject to civil and/or criminal prosecution and will result in immediate termination of your Account and forfeiture of your Winnings. You acknowledge that we are not responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Services or your Account.

7.5. Restrictions. Any use, reproduction or redistribution of the Service, Software, or related products or services (including without limitation, Digital Assets) not expressly authorized by these Terms is expressly prohibited. You may not engage in, or assist others to engage in, conduct that would damage or impair our property including, without limitation: (a) copying, distributing, transmitting, displaying, performing, framing, linking, hosting, caching, reproducing, publishing, licensing, or creating derivative works from any information, software, products or services obtained from us; (b) providing unauthorized means through which others may use Services such as through server emulators; (c) taking actions that impose an unreasonable or disproportionately large load on network infrastructure, or that could damage, disable, overburden or impair our Websites or Services; (d) interfering with any other party’s use and enjoyment of Services and/or Software (including cheating) or the Website; and/or (e) attempting to gain unauthorized access to third party accounts, the Service or Software.

8. WINNINGS, ACCOUNT FUNDS, AND PAYMENTS

8.1. Fees. Fees and payments for Services that you pay to participate in Competitions (“Fees”) and billing procedures are detailed in the billing application. If Fees are charged to your Account, you agree to pay those Fees. All Fees are stated in U.S. Dollars, must be prepaid and are non-refundable. You are fully responsible and liable for all charges, deposits and withdrawals made under your Account, including any unauthorized charges, deposits or withdrawals. The price of Services may change at any time, but no price change will affect your past purchases.

8.2. Billing. As agent for our developer partners, we may change Fees and billing procedures by updating the billing application with or without notice to you. By providing a payment method, you (i) represent that you are authorized to use the payment method that you provided and that any payment information you provide is true and accurate; (ii) authorize us, as agent for our developer partners, to charge you for the Services using your payment method; and (iii) authorize us, as agent for our developer partners, to charge you for any paid feature of the Services that you choose to sign up for. As agent for our developer partners, we may bill you (a) in advance; (b) at the time of purchase; or (c) shortly after purchase, in our sole discretion. You must tell us within 120 days after an error first appears on your bill for an investigation of the charge to occur promptly. After 120 days from the first appearance of the error, neither we nor our developer partners (i) will be liable for any losses resulting from the error and (ii) will be required to correct the error or provide a refund. If we or our developer partners identifies a billing error, it will be corrected within 90 days. You must pay for all reasonable costs we, as agent for our developer partners, incur to collect any past due amounts, including without limitation reasonable attorneys’ fees and other legal fees and costs.

8.3. Cash Deposits. If you play games integrated in a Competition without depositing U.S. Dollars into your Account for that Competition, then you are a “Non-Cash Player” with respect to such Competition. However, if you play in a Competition that requires an entry paid in U.S. Dollars (“Cash Competition”), then you are a “Cash Player”, and if you establish a positive Account balance for entry fees for Cash Competitions, then you must submit and maintain at all times 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 require establishing a positive Account balance in any amount we or our developer partners determine. If you are a Cash Player, by submitting this information, you consent to allowing us and our developer partners 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, an authorization request will be submitted 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 requested identifying information at that time may result in inability to process your withdrawal for any winnings.

8.4. Bonus Funds. If you are a Cash Player then you may be granted bonus funds and/or credits (“Bonus Funds”). Bonus Funds can be used to enter Cash Competitions, but cannot be withdrawn or used for any other Service. When you enter a Cash Competition, US$0.01 (one U.S. cent) of Bonus Funds will be used to enter the competition for every US$0.10 (ten U.S. cents) spent on the Cash Competition entry fee. Notwithstanding the foregoing, additional Bonus Funds will be used to enter Cash Competitions if Bonus Funds are 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 all Bonus Funds currently in your Account. If you do not enter a Cash Competition within a continuous 60 day time period, all Bonus Funds in your account will be forfeited.

8.5. Withdrawals. If you are a Cash Player, you may request a withdrawal of funds from your available Account balance at any time. Digital Assets and Bonus Funds cannot be withdrawn. Processing of requested funds is made by check or by refund to the payment method used to make your deposit and may take up to ninety (90) days; provided, however, that we, as agent for our developer partners, may freeze your Account and/or delay a request for withdrawal of funds pending completion of any investigation of reported or suspected Abuse, verification of eligibility or to comply with Applicable Laws. A check request processing fee of up to $2.00 for any withdrawal of less than $10.00 may be assessed.

8.6. Closing Accounts; Forfeiture of Funds. If you close your Account, funds in your Account will be returned subject to the terms of Section 8.5. If your Account is unilaterally closed or terminated for cause as allowed in these Terms, funds in your Account may be forfeited and not returned to you. If your funds are forfeited by you in accordance with this Section or Sections 2.1, 4, 7.3, 7.4, 7.5 or 8.9 hereof, these funds may be used to defray the costs of administration and enforcement of these Terms, allocated or disbursed such amounts to other Services or donated these funds.

8.7. Account Monthly Maintenance Fee. If your Account is inactive (i.e. you have not entered at least one (1) tournament) for six (6) consecutive months or more, a maintenance fee of $2.00 per month may be charged (the “Monthly Maintenance Fee”). After five or more months of inactivity you will be notified by email that if your Account remains inactive for one more month, the Monthly Maintenance Fee will be deducted from your Account each consecutive month after that 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 or more consecutive months, your Account may be closed.

8.8. Refund Policy. Unless otherwise required by law, no refunds are given.

8.9. Winnings. If you are eligible to receive Winnings, in our capacity as agent for our developer partners, we may require that you provide proof that you are, or were at the time of your participation in the subject Competition, eligible to participate in accordance with these Terms and that your participation was in accordance with these Terms. If you do not provide such proof to our or our developer partners’ reasonable satisfaction, then you will not receive the relevant Winnings. If you receive a payment in error, we, as agent for our developer partners, may reverse or require return of the payment. You agree to cooperate with our efforts to do this, in our capacity as agent for our developer partners. We may also reduce payment to you without notice to adjust for any previous overpayment.

8.10. Credit Card/PayPal Use. When you pay for any charges by credit card, you represent to us that you are the authorized user of such credit card. 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 canceled 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 (such as PayPal) in connection with the Services. Any attempt to defraud 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, will result in immediate termination of your Account, forfeiture of Winnings, and pursuit of civil litigation and/or criminal prosecution.

8.11. Taxes. If you are a U.S. resident, we, as agent for our developer partners, may send you an IRS Form W-9 and 1099-MISC or other appropriate form if your Winnings total $600 or more in any given calendar year. Depending on the state in which you reside, we may also send you additional federal or state tax forms. Without limiting the foregoing, as agent for our developer partners, 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.

9. COPYRIGHT COMPLAINTS

The Digital Millennium Copyright Act (DMCA) provides copyright owners who believe that their rights under the United States copyright law have been infringed by acts of third parties over the Internet with ways to protect their rights. If you believe that your copyrighted work has been copied without your authorization and is available in the Services in a way that may constitute copyright infringement, you can provide notice of your claim to the designated agent listed below. For your notice to be effective, it must include the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property right that is allegedly infringed;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located in this game; Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number, and, if available, an e-mail address at which the complaining party can be contacted;
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
A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Skillz’ Designated Agent is: Skillz, Inc. Attn: Legal Department, P.O. Box 445, San Francisco, CA 94104; support@skillz.com.

10. PROPRIETARY RIGHTS

10.1. Your Content. Subject to these Terms, you grant to us a worldwide, perpetual, unrestricted, royalty-free license to use, copy, modify, distribute, publish, perform, transmit and display any and all communications, materials, content and information that you submit to us or our developer partners, whether directly or through the Website, Services or Software (“Content”), and waive any moral rights you may have in Content. Subject to these Terms, any communication or material you transmit to us, including any data, questions, comments, suggestions or the like, will be treated by us and our developer partners as non-confidential and non-proprietary. Subject to these Terms, we and our developer partners may use Content for any purpose, without any compensation, accounting or other liability or obligation to you. If you use or share Content in a way that infringes others’ copyrights, trademarks, other intellectual property rights or privacy rights, you are breaching these Terms. You represent and warrant to us and our developer partners that for the duration of these Terms you have (and will have) all the rights necessary for the Content you upload or share on the services and that the use of the Content, as contemplated in this Section will not violate any Applicable Laws. If your Account is cancelled or terminated, we and our developer partners may permanently delete your Content from our servers and we have no obligation to return Content to you.

10.2. Software License. Subject to these Terms, we grant to you a personal, nonexclusive, limited, non-transferable, non-assignable, non-sublicensable, limited license to install and run the Software, 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 these Terms, and solely for so long as your Account is open. You acknowledge that you are receiving licensed rights only. You may not network the Software among devices. You may not directly or indirectly, or authorize any person or entity to: (i) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow or assist others to create the source code of the Software or its structural framework; (ii) create derivative works of the Software; (iii) use the Software in whole or in part for any purpose except as expressly provided herein; or (iv) disable or circumvent any access control or related device, process or procedure established with respect to the Software. You acknowledge that you have access to sufficient information such that you do not need to reverse engineer the Software in any way to permit other products or information to interoperate with the Software. You are responsible for all use of the Software that is under your possession or control.

10.3. Digital Assets. Some Services and Software may allow you to create digital objects, such as avatars. Such digital objects, in addition to any digital or virtual objects or assets we assign to your Account, such as “Z”, virtual trophies or virtual goods, are collectively referred to as “Digital Assets”. You acknowledge that because all Digital Assets are created through the Software and/or Services, we solely and exclusively own all Digital Assets. To the extent we do not automatically own any Digital Asset, you hereby irrevocably, expressly and automatically assign to us, in perpetuity, all right, title and interest in and to any such Digital Assets, including, without limitation, all copyrights, patent rights, trade secrets, trademarks, moral rights and all other applicable proprietary and intellectual property rights throughout the world. If you have any rights to Digital Assets that cannot (as a matter of law) be assigned to us in accordance with the foregoing, you unconditionally and irrevocably: (i) waive the enforcement of such rights against us; and (ii) grant to us an exclusive, irrevocable, perpetual, worldwide, royalty-free license (a) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally perform and otherwise use and exploit such Digital Assets, (b) to use, make, have made, sell, offer to sell, import and otherwise exploit any product or service based on, embodying, incorporating or derived from Digital Assets, and (c) to exercise any and all other present or future rights not yet known in Digital Assets. Subject to these Terms, we grant you a limited license to use Digital Assets through your own Account solely for purposes and in furtherance of your use of Services.

10.4. Ownership. All content of the Website, all Skillz products and services, all Skillz logos, symbols, expansion names and symbols, play level symbols, trade dress or “look and feel”, all Digital Assets and those portions of the Software and Services which are property of Skillz as well as all derivative works or modifications of any of the foregoing, and all related and underlying intellectual property (including without limitation patents, trademarks, trade secrets and copyrights), are our sole and exclusive property. We reserve all rights not expressly granted herein. Except as expressly set forth herein, no right or license is granted hereunder, express or implied or by way of estoppel, to any intellectual property rights and your use of Services and/or Software does not convey or imply the right to use the Services or Software in combination with any other information or products.

11. TERM AND TERMINATION

12. DISCLAIMERS

In conjunction with our developer partners, we strive to keep Services up and running; however, all online services suffer occasional disruptions and outages, and we are not responsible or liable for any disruption or loss you may suffer as a result. You should regularly backup content that you store on the Services.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL SERVICES, PRODUCTS, INFORMATION AND DATA PROVIDED OR MADE AVAILABLE BY US OR OUR DEVELOPER PARTNERS (INCLUDING WITHOUT LIMITATION DIGITAL ASSETS AND SOFTWARE) ARE “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND YOU ASSUME THE ENTIRE RISK WITH RESPECT THERETO. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT SERVICES, YOUR ACCOUNT, SOFTWARE, THE WEBSITE AND/OR DIGITAL ASSETS WILL BE SECURE, VIRUS-FREE, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SAME WILL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD PARTY COMPONENT, TECHNOLOGY, HARDWARE, SOFTWARE OR SYSTEM.

We are not responsible or liable for any damage, loss or injury resulting from, relating to or arising out of (1) use, access or attempted use or access of Services, Digital Assets, the Software or the Website; (2) downloading any information from the Software, Services or Website; and/or (3) violations of these Terms by other users. We have no responsibility to enforce these terms for the benefit of any user.
Some states do not allow the disclaimer of implied warranties; as such the foregoing disclaimer may not apply to you in its entirety.

13. LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER WE, NOR OUR DEVELOPER PARTNERS, SUPPLIERS OR LICENSORS, WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE OR ANY INFORMATION, SERVICES, PRODUCTS OR SOFTWARE MADE AVAILABLE OR ACCESSIBLE TO YOU, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION OR OTHERWISE, EVEN IF WE OR OUR DEVELOPER PARTNERS, THIRD PARTY SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OUR MAXIMUM LIABILITY TO YOU ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS SHALL NOT EXCEED U.S. $50.00. THE EXISTENCE OF ONE OR MORE CLAIMS BY YOU WILL NOT INCREASE OUR LIABILITY. IN NO EVENT SHALL OUR DEVELOPER PARTNERS, SUPPLIERS OR LICENSORS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO OUR PRODUCTS, INFORMATION OR SERVICES.

Certain jurisdictions do not allow limitations of liability for incidental, consequential or certain other types of damages; as such, the limitations and exclusions set forth in this Section may not apply to you.

14. DISPUTE RESOLUTION AND ARBITRATION

14.1. General. This Section applies to any Dispute except for Disputes relating to the enforcement or validity of our intellectual property rights. The term “Dispute” means any dispute, action or other controversy between you and us concerning these Terms, the Services or any product, service or information we make available to you, whether in contract, warranty, tort, statute, regulation, ordinance or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law. In the event of a Dispute, you or we must give the other a Notice of Dispute, which is a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested. You must send any Notice of Dispute by U.S. Mail to Skillz Customer Support, 1061 Market Street, 6th Floor, San Francisco, CA 94103. We will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and we will attempt to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, either you or we may commence arbitration. You may also litigate any Dispute in small claims court in your county of residence or San Francisco, California, if the Dispute meets all requirements to be heard in the small claims court. You may litigate in small claims court whether or not you negotiated informally first.

14.2. Binding arbitration. If you and we do not resolve any Dispute by informal negotiation or in small claims court, any other effort to resolve the Dispute will be conducted exclusively by binding arbitration as described in this Section. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator’s award.

14.3. Class action waiver. To the maximum extent permitted under applicable law, any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. If this waiver is found to be illegal or unenforceable as to all or some parts of a Dispute, then it won’t apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.

14.4. Arbitration procedure. If you are located within the United States, Canada, the United Kingdom or the European Union, or any of their territories, then any arbitration will be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules. You and we each agree to commence arbitration only in San Francisco, California, USA. You may request a telephonic or in-person hearing by following the AAA rules. In a Dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. If you are located in a country other than listed above, then arbitration will be conducted by the International Court of Arbitration of the International Chamber of Commerce (ICC) pursuant to UNCITRAL rules, and the arbitration shall be conducted in English and the English version of these Terms (and not any translation) shall control, and both parties hereby agree to accord this arbitration agreement the broadest scope admissible under applicable Laws, and that it shall be interpreted in a non-restrictive manner. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually, and only to the extent required to satisfy your individual claim. These Terms govern to the extent they conflict with the arbitrators’ commercial rules. The arbitrator may award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering or punitive or indirect, incidental or consequential damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator and AAA; however, the arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the arbitrator. Within fifteen (15) calendar days after conclusion of the arbitration, the arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Judgment on the award may be entered by any court of competent jurisdiction. The parties waive their right to commence any action or judicial proceeding in connection with a dispute hereunder, except for purposes of: (i) recognition and/or enforcement of the arbitration award or any other decision by the arbitral tribunal, (ii) obliging the other party to participate in the arbitration proceedings, (iii) requesting any type of conservative or interim measure in connection with the dispute prior to the constitution of the arbitral tribunal, (iv) requesting the appearance of witnesses and/or experts, and/or (v) requesting that any information and/or documentation discovery be complied with. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or Dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence.

14.5. Claims or Disputes. Must be filed within one year. To the extent permitted by applicable law, any claim or Dispute under these Terms must be filed within one year from the date of the cause of action. If a claim or dispute isn’t filed within one year, it’s permanently barred.

14.6. Equitable Relief. You agree that we would be irreparably damaged if these Terms were not specifically enforced. Therefore, in addition to any other remedy we may have at law, and notwithstanding our agreement to arbitrate Disputes, we are entitled without bond, other security, or proof of damages, to seek appropriate equitable remedies with respect to your violation of these Terms in any court of competent jurisdiction.

14.7 Language of the Terms: If we provide a translated version of these Terms, the User Terms of Service, the Developer Terms and Conditions of Service, the Affiliate Program Terms of Service, the Skillz Privacy Policy, or any other terms or policy, it is for informational purposes only. If the translated version means something different than the English version, then the English meaning will be the one that applies.

15. MISCELLANEOUS

These Terms constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or other arrangements, understandings, negotiations and discussions, whether oral or written. These Terms cannot be modified by you, and may only be modified by us as provided above. Our failure to require or enforce strict performance by you of any provision of these Terms or to exercise any right under them shall not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance. The provisions of these Terms are intended to be severable. If for any reason any provision of these Terms shall be held invalid or unenforceable in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect. Section titles in these Terms are for reference only and have no legal effect. No right or remedy of ours shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys’ fees and expenses. We may assign these Terms, in whole or in part, at any time without notice to you. You may not assign these Terms or transfer any rights to use the Services or Software. You consent to our providing you notifications about the Services or information the law requires us to provide via email to the address that you specified when you created your Account. Notices emailed to you will be deemed given and received when the email is sent. If you do not consent to receive notices electronically, you must close your Account. These Terms are solely for your and our benefit, and not for the benefit of any other person, except for our successors and assigns.
A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Please send any questions or comments (including all inquiries unrelated to copyright infringement) to: Skillz Customer Support, P.O. Box 445, San Francisco, CA 94104. Please print these Terms for your records.

Developer Terms and Conditions of Service

Updated as of December 18th, 2023

Hello and welcome to Skillz. We’re glad to have you on our team. These Developer Terms and Conditions of Service (“Developer Terms”) will help ensure we’re all able to achieve more together.

Guiding Principles

When reviewing our Developer Terms, please keep in mind our two guiding principles:

We love gaming and have a deep respect for game creators. We work hard to support developers in unlocking economic opportunity through their craft, in a way that’s beneficial for everyone.
Our players and their experience are very important to us. We take multiple steps to ensure fair play across our platform so that players can thrive, win and enjoy the thrill of competition.

Terms and Conditions

These Developer Terms define the relationship between SKILLZ Inc. together with its subsidiary, Skillz Platform Inc. (collectively, “Skillz”) and you, the person registering for developer services or the organization or entity that has authorized you to register for developer services, including any subsidiaries and controlled affiliates of such organization or entity (as applicable,, “Company”). By clicking “I Agreed and Accepted” at the end of this agreement, and in creating a developer account, Company agrees that (i) he, she, or it has read, understands, agrees, and accepts these Developer Terms and Conditions of Service and agrees to be bound by these Terms and Conditions of Service and all terms, policies and guidelines incorporated in the Terms of Service by reference (collectively, the “Agreement”); and (ii) if Company is an individual, is at least eighteen (18) years old. If Company does not agree to be bound by this Agreement, Company must not create a developer account nor use the Monetization Services (as defined below) in any way, and Company must check the button indicating non-acceptance. The Monetization Services are offered to Company conditioned on Company’s acceptance without modification of this Agreement. The date of Company’s acceptance of these Developer Terms and Conditions of Service is the “Effective Date” of the Agreement.

Skillz may modify the Agreement at any time by posting such modifications to the Skillz website (https://skillz.com/legal) and Company’s account homepage. Modifications will be effective either upon such posting, or, if Skillz informs Company by email, when Skillz sends that email. Changes will not apply retroactively and generally will become effective 14 days after they are posted or, if emailed, at the time Skillz sends that email. If Company does not agree to any modified terms in the Agreement, Company must terminate this Agreement and stop using the Monetization Services.

BACKGROUND

Skillz designs and provides online, real-money, tournament-based competitions (“Competitions”) to developers who wish to enable users of their gaming applications to participate in such Competitions. Company has developed a game (“Game”) and wishes to modify such Game to enable the end users who register for such Game (“Users”) to participate in Competitions. Skillz is willing to license its software developer kit (together with all content thereof, and all updates, enhancements, modifications and derivative works thereof, including updates, upgrades or error corrections, the “SDK”) to Company to allow Company to modify its Game to enable Users to participate in Competitions, and to establish and maintain Competitions that are specific to the Game, all in accordance with this Agreement. Skillz and Company agree to the following:

1. MONETIZATION SERVICES

1.1. Services. Upon deployment of the Modified Game (defined in Section 2) in a live production environment and subject to the terms and conditions of this Agreement, Skillz shall (i) establish and manage Competitions through its proprietary online, hosted monetization platform (“Monetization Platform”) by creating Game tournaments, facilitating User-entry into Competitions, managing and hosting User’s Competition accounts, collecting User entry fees, distributing User payouts, resolving User disputes pertaining to his/her participation in Competitions, and providing all tiers of customer support for User inquiries related to the Competitions (but not related to the Game) and (ii) provide Company with access to reporting data that details activity under such Competitions, including the number of tournaments played, User actions, and related revenue (“Competition Data”) (provision of the Monetization Platform and the Competition Data are collectively referred to as “Monetization Services”). Skillz may modify, enhance, update or provide appropriate replacements for Monetization Services or any element thereof at any time, and remove functionalities or features of the Monetization Services at any time, and Skillz may suspend or stop providing Monetization Services altogether.

1.2. SDK License. Skillz grants to Company during the Term a limited, non-exclusive and non-transferable license to install, run and copy the SDK solely for the limited purpose of modifying the Game to enable Skillz to provide Monetization Services with respect to such Game. This license does not include the right to reproduce the SDK, the Monetization Platform or the Monetization Services, or to sublicense, resell, or distribute the foregoing. Company shall not allow any third party to access the Monetization Services. Company shall not itself and shall not allow any third party to (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, user interface techniques or algorithms, file formats or programming or interoperability interfaces of the Monetization Services, the SDK or any portion thereof, (ii) remove any product identification, copyright or other notices, or (iii) modify the Monetization Services or the SDK or incorporate the Monetization Services or SDK into or with other software or services or make derivative works thereof, or (iv) take any action that would cause the Monetization Services or the SDK to be placed in the public domain. All rights not expressly granted to Company herein are expressly reserved by Skillz, and nothing in this Agreement will be deemed to grant, by implication or estoppel, a license under any of Skillz’s or its licensors’ existing or future rights in or to the SDK, Monetization Platform or Competition Data.

1.3. Suspension. Company may suspend its User’s access to and/or participation in a Game’s Competitions at any time in its sole discretion and upon notice to Skillz. Skillz may suspend or terminate provision of Monetization Services or part thereof (including without limitation provision of Competitions) at any time in its sole discretion upon notice to Company. Company may display Advertisements preceding, following, or during any virtual currency tournament-based competitions that do not include a real money entry fee. Skillz may immediately suspend Monetization Services or part thereof in the event that Company displays any content that promotes or references a third party product or service or any hyperlinked content (collectively, “Advertisements”) preceding, immediately following, or during any Competition.

1.4. Promotion. Skillz and the entities that participate in Skillz’s affiliate program (“Affiliates”) may use Company’s name, trademarks and logos solely for the purpose of indicating that Company is a client of Skillz in Skillz’s and its Affiliates’ advertising, marketing or other promotional materials, and Skillz and its Affiliates may identify the Company and the Game as part of Skillz’ network.

1.5. User Information. As a condition to access to Competitions, each User shall be required to read and agree to the User Terms and Conditions of Service provided by Skillz from time to time (“Terms of Use”). Skillz may suspend or terminate any User’s access to a Competition, in Skillz’s sole discretion. Skillz may collect and store personally identifiable information from Users in providing Monetization Services, in which case Skillz will comply with all applicable laws and its then-current privacy policy (see https://skillz.com/privacy-policy). Skillz may collect anonymous aggregated and/or statistical data reflecting Company’s and Users’ use of Monetization Services and may use such data for tracking, reporting and other activities in connection with Skillz’s business. Skillz will not (i) sell personally identifiable User data to any third party, nor (ii) aggregate or present User data in a form or manner that would permit a third party to identify any individual’s personal information or identify the data as associated with Company or the Game. Skillz will endeavor to resolve User disputes regarding participation in Competitions. If there is a dispute between Company and a User apart from Monetization Services, however, Skillz is under no obligation to become involved, and Company will manage such dispute or disagreement directly. Company will not make any claims against Skillz with respect to Company’s User dealings.

1.6. Exclusivity. From the Effective Date through the later of either (i) the first anniversary of the Effective Date (even if such anniversary occurs after termination of this Agreement); or (ii) ninety (90) days after termination or expiration of this Agreement, Company shall not enter into any agreement with any third party that provides services similar to the Monetization Services or Monetization Platform, nor will Company offer to customers any in-Game competition functionality similar to the Monetization Services or Monetization Platform.

1.7. Restricted Use. To maintain User trust, Company and Company’s affiliates and their respective officers, directors, managers, partners, employees (and their immediate family members) and agents may not enter tournament-based competitions against Users in the Modified Game.

2. COMPANY OBLIGATIONS AND RESTRICTIONS

Company shall modify and upload the Game(s) through the SDK and developer.skillz.com (“Modified Game”). Skillz may review each Modified Game and determine, in Skillz’s sole discretion, if the Modified Game is eligible for the Monetization Services. Company represents and warrants that it owns or has all necessary rights to the Game and its content and components (“Content”) in order to allow both parties to perform this Agreement. Company represents and warrants that the Game and Content shall not contain, or contain links to, content which is unlawful, libelous, defamatory, or contrary to public policy. Skillz may suspend or terminate provision of Monetization Services or part thereof (including without limitation provision of Competitions) at any time should a Modified Game be alleged or found to be in violation of this Section 2. Violation of this Section 2 may result in impact to Company revenue based on the impact, and may, in Skillz’ sole discretion, result in revocation of Company’s developer account.

3. REVENUE SHARE

At Skillz, we passionately operate with fairness so everyone can win. This philosophy extends to our revenue share terms, which provide a sliding scale of revenue, based on an individual developer’s contributions to the network. The more players engaging in real-money play your game brings to the network, the more revenue you earn.

On a monthly basis, Skillz shall, for each Modified Game, pay Company a percentage (the “Company Revenue Percentage”) of the aggregate entry fees paid by Users within such Modified Game less a percentage (the “Company Tax Percentage”) of Taxes incurred by Skillz which are directly attributable to Competitions and Users within such Modified Game. The Company Revenue Percentage and Company Tax Percentage will correspond to the highest Tier achieved by such Modified Game during the trailing three-month period ending with the applicable month. The Tier for each Modified Game shall be determined by the number of new User installations of such Modified Game from all sources within a particular month and the number of New Paid Users within such Modified Game during such month as reflected in the below schedule. A New Paid User (NPU) is defined as a player that, having deposited U.S. Dollars into their Account, subsequently plays in a Competition that requires an entry paid in U.S. Dollars (“Cash Competition”) in the Modified Game. “Taxes” for purposes of this provision means all taxes imposed on Skillz by any governmental authority (whether national, state, provincial, regional, local or any other subdivision) in connection with the provision of the Monetization Services to Company and shall be prorated if imposed in connection with multiple developers to reflect that portion of the Taxes attributable to Company. For each Modified Game, the Company’s “Net Revenue Share” is (a) the Company’s Revenue Percentage multiplied by the aggregate entry fees, less (b) the Company Tax Percentage multiplied by Taxes (“Company Tax Allocation”).

Tier	Revenue as Percentage of Entry Fees	Effective Revenue and Cost Share	Install Threshold	New Paid User Threshold
Skillz-Powered	2.85%	35.625%
A	4.00%	50%	0	0
B	4.45%	55.625%	1,000	30
C	5.00%	62.5%	10,000	300
D	6.70%	83.75%	35,000	1,050
E	7.50%	100%	350,000 and more	10,500 and more

For illustrative purposes only:

If, with respect to a Modified Game during a particular month, there were 20,000 new User installations of such Modified Game, and 200 New Paid Users, the Modified Game would achieve Tier B for that Month.
If a Modified Game achieves Tier A in January, Tier B in February and Tier A in March, with respect to March revenue, the highest Tier achieved during the three- month trailing period would be Tier B; therefore, the Company Revenue Percentage and Company Expense Percentage to be applied to March entry fees would be 4.45% and 55.625%, respectively.
If, in November, a Modified Game has $100,000 in entry fees, and the best performance of the Modified Game in any one month within the September, October and November time period was 200,000 new User installations and 400 New Paid Users, that would result in a Tier C ranking for the November revenue share. ($100,000 * 5.00%, less 62.5% of Taxes)

If Company’s Tax Allocation exceeds the corresponding Revenue Share in any given month (the excess Tax Allocation, “Tax Overage”), Skillz will carry-forward the Tax Overage to the immediately following month(s) and deduct such amount from subsequent Revenue Share in arriving at Net Revenue Share payments. In no event will Company pay Skillz any amounts in respect of Revenue Share or Tax Allocation. For Net Revenue Share that exceeds two hundred fifty dollars ($250) in any given calendar month, Skillz shall pay Company the Net Revenue Share within forty-five (45) days following the end of the calendar month with respect to which the Net Revenue Share pertains. For Net Revenue Share that does not exceed two hundred fifty dollars ($250) in any given calendar month, Skillz will accrue and hold such Net Revenue Share until either the aggregate Net Revenue Share held exceeds two hundred fifty dollars ($250), at which time Skillz will pay Company such Net Revenue Share in the next-occurring calendar month, or at the time that this Agreement is terminated, at which time Skillz will pay Company such Net Revenue Share.

4. COMPANY INFORMATION

Company shall provide Skillz with access to Company’s Game information and data to enable Skillz to perform Monetization Services. Company is responsible for ensuring all Game information is accurate, and acknowledges that Skillz may rely upon such information without investigation, and is not responsible for any inaccuracies therein, or for Skillz’s reliance upon Company’s instructions. Company shall notify Skillz immediately if Company receives complaints related to the Monetization Services. If any error results from incorrect input supplied by Company, Company shall be responsible for discovering and reporting such error to Skillz and supplying all information necessary to correct such error at the earliest possible time.

5. CONFIDENTIAL INFORMATION

“Confidential Information” means this Agreement, and all confidential or proprietary information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) hereunder, including information which is orally or visually disclosed to the Receiving Party including, but not limited to, upcoming feature releases, service logic, contract terms, and player data (such as geolocation, cash balance, Skillz level, game level, and account status). The Receiving Party shall: (a) not use any of the Disclosing Party’s Confidential Information for any purpose except in performance of its rights and obligations hereunder; (b) disclose the Disclosing Party’s Confidential Information only to its employees or contractors who need to know such information in order to carry out obligations hereunder, and certifies that such individuals have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Section; and (c) treat all of the Disclosing Party’s Confidential Information with the same degree of care as it accords its own Confidential Information of a similar nature, but in no case less than reasonable care. The forgoing obligations shall continue for a period of five (5) years following termination of this Agreement. The Receiving Party shall have no obligation with respect to information of the Disclosing Party which (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party as evidenced by the Receiving Party’s contemporaneous written records; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement or wrongful act by the Receiving Party; or (iii) is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by a valid order of a court or government agency having jurisdiction, provided that the Receiving Party provides prior written notice to the Disclosing Party of such obligation and the opportunity to oppose such disclosure. Upon written demand of the Disclosing Party, the Receiving Party shall cease using the Disclosing Party’s Confidential Information and return the Confidential Information and all copies, notes or extracts thereof in the Receiving Party’s possession to the Disclosing Party within seven (7) days of receipt of notice.

In the event a User requests Company to provide any Confidential Information about such User, Company shall direct such User to Skillz’ player support team at [Insert intake address]. Company consents to the delivery of such User Confidential Information to the requesting User by Skillz.

Company acknowledges and understands that the release of Confidential Information by Company may result in impact to revenue based on the severity of the disclosed Confidential Information, and may result in revocation of the Company’s developer account by Skillz, in addition to any additional legal remedies that may be available.

6. DISCLAIMER

MONETIZATION SERVICES, COMPETITION DATA AND COMPETITIONS ARE MADE AVAILABLE “AS IS” AND WITHOUT WARRANTY. SKILLZ MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED WITH RESPECT TO ANY PRODUCTS, SERVICES, INFORMATION OR TECHNOLOGY PROVIDED OR MADE AVAILABLE HEREUNDER, INCLUDING WITHOUT LIMITATION, NETWORK FAILURES, THIRD-PARTY PRODUCTS AND SERVICES, SOFTWARE PROGRAMS, AND OUTPUT OR RESULTS OF THE MONETIZATION SERVICES. SKILLZ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. SKILLZ DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

Skillz is not responsible or liable for any damage, loss, or injury resulting from, relating to or arising out of (1) use, access, or attempted use or access of Services, Digital Assets, the Software or the Website; (2) downloading any information from the Software, Services or Website; and/or (3) violations of these Terms by other users. Skillz has no responsibility to enforce these terms for the benefit of any user.

Some states do not allow the disclaimer of implied warranties; as such the foregoing disclaimer may not apply to you in its entirety.

7. LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW: (1) SKILLZ’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF EITHER (A) THE FEES PAID AND PAYABLE BY SKILLZ TO COMPANY DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE COMPANY’S FIRST CAUSE OF ACTION ARISING HEREUNDER, or (B) $1,000; AND (2) EXCEPT FOR DAMAGES CAUSED BY A BREACH OF SECTION 1.6 OR SECTION 5, for INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND AMOUNTS OWED BY A PARTY PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS IN SECTION 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF USE, OR LOSS OF PROFITS), ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY WERE OTHERWISE FORESEEABLE.

8. INDEMNIFICATION

8.1. By Company. Company shall defend, hold harmless and indemnify Skillz, its officers, directors, employees, agents, representatives and Affiliates from and against any and all third-party claims, actions, proceedings, and suits brought against any of the foregoing persons or entities, and pay all related third party liabilities, damages, judgments, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) to the extent arising out of or relating to Company’s breach of Section 1.6 and/or Content.

8.2. By Skillz. Skillz shall defend, indemnify, and hold Company, its officers, directors, employees, agents, representatives and Affiliates harmless from and against any and all third-party claims, actions, proceedings, and suits brought against any of the foregoing persons or entities, and pay all related third party liabilities, damages, judgments, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) to the extent arising out of or relating to a third-party claim that the Monetization Platform or SDK infringes or misappropriate such third party intellectual property right. Skillz shall have no obligation under this Section with respect to any claim based upon (i) Content; (ii) modification of the SDK by Company; (iii) the combination, operation or use of the SDK with non-Skillz software program(s) or data; or (iii) use of the SDK or Monetization Platform other than in compliance with this Agreement. If any portion of the SDK or Monetization Platform, in the opinion of Skillz, is likely to or does become the subject of a claim of infringement or misappropriation, Skillz may, at its sole option and expense: (x) modify the SDK or Monetization Platform (as applicable) to be non-infringing, provided that such modification does not materially diminish the terms of usage of the Monetization Platform; (y) obtain for Company a right to continue using the SDK or Monetization Platform at no additional charge; or (z) terminate this Agreement upon notice to Company. This Section represents Skillz’s sole liability, and Company’s sole and exclusive remedy, regarding infringement or misappropriation of intellectual property rights.

8.3. Process. The indemnified party shall promptly notify the indemnifying party in writing of any claim covered by this Section. The indemnified party shall give the indemnifying party sole control over the defense and/or settlement of any such claim, except that the indemnifying party shall not agree to any settlement or compromise that (1) would require the indemnified party to make any payments, admit liability, or bear any obligations, or (2) does not include an unconditional release of the indemnified party, unless the indemnifying party obtains the indemnified party’s prior written approval. The indemnified party shall give the indemnifying Party reasonable assistance and cooperation in such defense at the indemnifying party’s expense.

8.4. Other Claims. If any U.S. governmental or regulatory agency, or any consumer resident within the U.S., brings any claim, suit or proceeding against Company alleging that the Monetization Platform (excluding the Game and Content) in the form provided by Skillz violates applicable laws, rules or regulations, then Skillz, at its own expense, shall defend (or at its option settle) such claim, suit or proceeding, and shall pay any final and non-appealable fine, penalty or judgment entered or settlement against the Company thereon; provided, however, that (a) Skillz shall not be responsible for any compromise or settlement made without its prior consent; and (b) Skillz shall have no such obligation unless Company gives Skillz prompt notice of the claim, the right to control and direct the investigation, preparation, defense and settlement of the claim, and full cooperation (at Skillz’s expense), in any such investigation, preparation, defense and/or settlement.

9. TERM AND TERMINATION

This Agreement shall have an initial term of one (1) year from the Effective Date (“Initial Term”) and shall automatically renew for periods of six months thereafter (each a “Renewal Term”, together with the Initial Term, the “Term”). This Agreement may be terminated by either party’s convenience upon thirty (30) days written notice from the other party. This Agreement may be terminated by a party if the other party materially breaches any provision hereof and does not cure such breach within thirty (30) days of receipt of notice describing such breach. Sections 1.6, 5, 6, 7, 8, 9 and 10 and this sentence shall survive termination of this Agreement, as well as any other obligations of the parties that contemplate performance by a party following such termination. Termination of this Agreement shall automatically terminate all licenses granted in this Agreement. Upon termination of this Agreement, Company will return or destroy all materials regarding the Monetization Services and Monetization Platform in its possession or control, including deleting all references to Skillz on its website and in marketing materials.

10. MISCELLANEOUS

Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither Skillz nor Company shall hold itself out as the agent of the other, except as set forth in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party. Any notice required or permitted to be given by either party under this Agreement shall be in writing and shall be personally delivered or sent by a reputable overnight mail service (e.g., Federal Express), or by prepaid first class mail (certified or registered). Notices to Skillz shall be sent to Skillz Inc., Corporation Service Company, 2710 Gateway Oaks Drive, Suite 150 N, Sacramento, CA 95833, and notices to Company shall be sent to the name and physical address provided on the account page of Company’s profile or, if no physical address is submitted, then to the email address provided on the account page. This Agreement shall be interpreted under the laws of the State of Delaware without regard to conflict of laws principles dictating another states’ laws. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. This Agreement may not be assigned by Company without the prior written consent by Skillz. This Agreement shall be binding on permitted successors and assigns. This Agreement and its Appendix constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. All rights and remedies, whether conferred hereunder, or by any other instrument or law, unless otherwise expressly stated, will be cumulative and may be exercised singularly or concurrently. The failure of any party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such party thereafter to enforce such provisions. If one or more provisions in this Agreement are ruled entirely or partly invalid or unenforceable by any court or governmental authority of competent jurisdiction, then the validity and enforceability of all provisions not ruled to be invalid or unenforceable shall remain unaffected. EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN HEREUNDER. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT TO THE MAXIMUM ALLOWED BY APPLICABLE LAW.

We look forward to raising the game with you.

Affiliate Program Terms of Service

Updated as of February 14, 2024

This Agreement by and between Skillz (“Advertiser” or “Skillz”) and the Media Company (as defined in the IO chart above) is governed by the IAB/AAAA’s STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS (v3.0) (the “IAB Agreement”). The IO, together with the IAB Agreement and these Terms & Conditions, comprise the entire agreement between the parties with respect to the subject matter (together, the “Agreement”) and together supersede any other agreements or understandings to date. Capitalized terms used but not defined herein will have the meanings set forth first in the IO, second in these Terms & Conditions, and last in the IAB Agreement. If the IO conflicts with the IAB Agreement, then the IO language will control and be binding. If these Terms & Conditions conflict with the IAB Agreement, then these Terms & Conditions will control and be binding.

Representations and Warranties of Advertiser. Skillz represents and warrants that the person signing on behalf of the entity listed on the signature page is authorized to enter into this Agreement and meet all the obligations and grant all permissions and licenses provided in this Agreement on its behalf. Except as expressly set forth herein, Skillz makes no other representation or warranty, whether express or implied, including, but not limited to, the accuracy of any information provided, the performance or functionality of any ad technology, network failures, and/or any third-party products and services or software programs.
Representations and Warranties of Media Company. Media Company represents, warrants and covenants that:
1. the person signing on behalf of the entity listed on the signature page is authorized to enter into this Agreement and meet all the obligations and grant all permissions and licenses provided in this Agreement on such entity’s behalf.
2. it will run the Campaign and provide the Services detailed in the Accepted Territories only;
3. it, and the Services will and do comply with all applicable laws, regulations, and industry guidelines (including, without limitation, those set forth by the Federal Trade Commission, all local equivalents and any self-regulatory bodies of which Media Company is a member). These duties extend to ensuring socially responsible messaging, age and location verification, and self-exclusion requests, as applicable, for any and all Ads, Advertising Materials, Campaign Content (defined below in Section 11), and any other communications made by Media Company on behalf of or in furtherance of Skillz’s interests and business;
4. it will not use the following words or phrases in the Ads, Advertising Materials or Campaign Content: gambling, wagering, betting, guessing, earning, addicting, luck, chance, fast cash, instant cash, or real money (including all variations and translations therein);
5. Campaign Content will not be false, deceptive, misleading, unethical, defamatory, threatening, harassing, harmful, abusive, tortious, vulgar, obscene, pornographic, invasive of another’s right to privacy, invasive of another’s right to publicity, subversive, hateful, or racially, ethnically or otherwise objectionable or contrary to public interest, or could reasonably be determined to tarnish the goodwill of Skillz;
6. notwithstanding anything to the contrary in the IAB Agreement, it shall not use any Skillz IP or any data derived from or related to Skillz users for the benefit of any third party and will only use the foregoing for the sole benefit of Skillz; and
7. it will disclose to Skillz in writing, at Skillz’s request, the actual verifiable cost to purchase the inventory.
Invalid Activity.
1. Skillz reserves the right to not compensate, to offset amounts owed, or to void payment for any Invalid Activity (defined below in Section 11) in its sole discretion.
2. Media Company may dispute a claim of Invalid Activity within fourteen (14) days of being notified by Skillz of the same, which will simultaneously trigger a responsibility for Media Company to conduct an immediate, good faith investigation regarding the discrepancy. In the event that Media Company’s investigation results in the finding of a discrepancy, the parties will promptly meet and confer in good faith in order to reconcile and resolve the discrepancy. If the parties fail to reconcile the discrepancy within ninety (90) days of Media Company providing to Skillz the results of its investigation, Skillz will maintain the right to not compensate, to offset amounts owed, or to void payment for the Invalid Activity without any liability whatsoever.
Ownership and License
1. Ownership of Skillz IP. Skillz retains all of its right, title and interest in Skillz IP. To the extent Media Company acquires any rights, title or interest in or to the Skillz IP, Media Company agrees to and does hereby assign to Skillz all rights, title and interest in and to the entirety of the Skillz IP. Media Company will take (and will cause all personnel to take) all actions necessary and/or requested by Skillz to confirm and perfect all Skillz’s right, title and interest in and to Skillz IP. Media Company will deliver a copy of any Skillz IP to a location specified by Skillz immediately upon request.
2. Work Product. Media Company agrees to and does hereby assign to Skillz all of Media Company’s right, title and interest (including all IPR) in and to the Work Product (defined below in Section 11).
3. License to Skillz IP. During the Term, Skillz hereby grants to Media Company a non-exclusive, revocable and royalty-free license in the Accepted Territories to Skillz IP, with the right to grant and authorize sublicenses only to its approved subcontractors, to use, perform, display, copy, modify, and create derivative works of the Skillz IP, in each case solely to the extent necessary for Media Company to perform the Services under this Agreement. No other license is granted, whether express, implied, by estoppel, or otherwise and Skillz and its licensors hereby reserve all rights not expressly granted herein. For the avoidance of doubt, any modifications beyond resizing must be expressly approved by Skillz.
4. Restrictions:
  1. Media Company may not (i) use, reproduce, distribute, adapt, modify and create derivative works of, perform or display the Skillz IP on any advertising platform, app store page or website other than locations or mediums expressly specified in this Agreement; and (ii) repurpose Skillz IP to serve other clients in any manner whatsoever.
  2. Without limiting Media Company’s obligations, all Work Product, including advertising content such as banners, videos, posts, and audio content created by Media Company are subject to approval by Skillz and cannot be published or shared without Skillz’s prior written consent. Skillz reserves the right, in its sole discretion, to reject any advertising content that it deems not to have met relevant content, accuracy, brand, or FTC guidelines.
5. Confidentiality. Without limiting Section XII of the IAB Agreement, both parties will keep terms of the Agreement, including the existence of the Agreement, confidential for the duration of the term of the Agreement and for a period of one (1) year following termination.
6. Privacy and Compliance with Law. The following is added as a new section (g) to Section XII of the IAB Agreement: Media Company acknowledges that it acts as a service provider as defined by the California Consumer Protection Act (“CCPA”), and agrees that it will not retain, use, disclose or expose any personally identifiable information or other Personal Data provided to it for any purposes other than for the specific purpose of performing the services under this Agreement, including, but not limited to any act or omission of Media Company or any of its agents, subcontractors or employees or any disclosure or exposure of personally identifiable information or other private information from Media Company’s computers, systems or servers, whether such personally identifiable information is hashed, anonymized encrypted or otherwise.
7. Indemnification. In addition to the mutual indemnification provisions and procedures detailed in the IAB Agreement, Media Company will defend and hold harmless Skillz from any Claim, Loss, liability, lawsuit, damages or expenses (including reasonable attorney’s fees) arising out of (i) the use of the Skillz IP under this Agreement or (ii) any third party claim, suit or proceeding by any end user or recipient of advertising relating to Media Company’s breach of Section 6 (Privacy and Compliance with Law).
8. Limitation of Liability. In no event will: (a) either party be liable to the other or any third party for any lost profits, loss of business, lost data or equipment downtime or for any consequential, indirect, exemplary, special or incidental damages, arising from or relating to the subject matter of the agreement, regardless of the cause of action, even if such party has been advised of the possibility of such damages; and (b) Skillz’ total liability of all kinds (to the greatest extent permitted by law) arising out of or related to the subject matter of the Agreement, regardless of the forum and regardless of whether any action or claim is based on contract, tort or otherwise, exceed the total amount paid by Skillz to Media Company in the six months immediately preceding the first event giving rise to the claim (determined as of the date of any final judgment in an action).
9. Termination. Any and all provisions and obligations contained in this Agreement which by their nature or effect are required or intended to be observed or performed after termination of this Agreement will survive the expiration or termination of this Agreement and will remain binding upon and for the benefit of both parties. Upon any termination of expiration of this Agreement: (a) Media Company will delete or destroy any Confidential Information, including any and all Performance Data, Collected Data or User Volunteered Data; and (b) Skillz will only be responsible for payment of any Services received and accepted prior to the effective date of termination or expiration.
10. Miscellaneous. Except as expressly set forth herein, no modifications to this Agreement will be effective unless signed by duly authorized representatives of the parties. Except as explicitly set forth herein, neither party nor any sublicensees will use the name, logo or any marks of the other for publicity purposes without prior written consent of the other. Media Company will, for a minimum of 2 years following termination of this Agreement, maintain accurate, complete and up-to date records in the ordinary course of its business sufficient to enable Skillz to verify Media Company’s compliance with this Agreement. Upon Skillz’s request Media Company will grant Skillz or its agents reasonable access to examine and audit Media Company’s books and records related to this Agreement solely to the extent necessary to confirm compliance with this Agreement. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit, signed, written waiver. If any provision of this Agreement is illegal or unenforceable, such provision will be severed from this Agreement and all other provisions will remain in full force and effect. Headings used in this Agreement are for reference purposes only and should not be used for interpretation of surrounding material. This Agreement is the product of negotiations between the parties hereto represented by counsel and any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived. Media Company may not assign this Agreement or any of its rights or obligations hereunder without Skillz’s express written consent, except that either party may assign this Agreement to the surviving party in a merger or that party into another entity or in an acquisition of all or substantially all of that party’s assets. Except to the extent forbidden in this Section, this Agreement will be binding upon and will inure to the benefit of the parties’ respective successors and assigns. The parties may execute this Agreement in one or more counterparts, each of which is an original, and all of which, taken together, constitute one agreement between the parties. The blanks in section XIV(d) of the IAB Agreement are considered completed with “California” and “San Francisco County,” respectively.
11. Definitions.“Aggregated” means a form in which data gathered under the IO is combined with data from numerous campaigns of numerous advertisers and precludes identification of Skillz or any Skillz user, whether directly or indirectly by reference to an identifier such as a name, identification number, online identifier or one or more factors specific to a user’s identity (e.g. “Personal Data”).“Campaign Content” means all advertising, promotional and other content and material provided by Skillz to Media Company for the purposes of the Campaign.“Confidential Information” or “CI” has the meaning set forth in Section XII of the IAB Agreement. For clarity, Skillz CI includes any Personal Data of Skillz users provided to Media Company either directly by Skillz or through its traffic verification tool.“Intellectual Property” or “IP” means: (a) any works of authorship, including, without limitation the Advertising Materials, Custom Material, and other creative assets; (b) proprietary and confidential information (including the CI of Skillz and Media Company); including technical data and customer and vendor lists, trade secrets, know-how, and techniques; (d) databases, data, compilations, data collections and technical data; (e) all derivative works, enhancements and modifications thereto; and (g) all IPR for any of the foregoing.“Intellectual Property Rights” or “IPR” means any and all copyrights, moral rights, common law rights, rights in trade secrets, and technical know-how, database rights, trademark rights, trade dress rights, logos, and any other proprietary rights related to IP in any jurisdiction of the world existing now or in the future, and any and all applications and registrations therefor.“Invalid Activity” will include, but is not limited to impressions, clicks, installs, deposits or other actions arising from duplicate IP addresses, high click volume IP addresses, invalid install receipts, territories, regions, devices, operating systems not permitted in the relevant campaign per the IO, SDK spoofing, unusual click to install time, click spamming, click flooding, clicks not arising from user action, click injection, ad stacking, attribution signals from anywhere other than the ad itself, non-permitted incentivized traffic, and such other activities as may be mutually agreed by the parties (email sufficient).“Skillz IP” means any and all CI, and IP: (a) owned or licensed by Skillz; (b) required to be assigned to Skillz under this Agreement, or any other agreement; (c) disclosed or otherwise provided by or on behalf of Skillz in connection with this Agreement, or otherwise for or in connection with any Services; or (d) that is a derivative, improvement, modification, enhancement, or addition to any of the foregoing.
  “Work Product” means any derivative works created by, or any feedback or suggestions made by Media Company that is based on or using any Skillz IP.

EXHIBIT A

UA campaigns should run only in these 4 countries (US, Canada, UK & Australia). Any new RoW country for UA needs permission from UA head / others, as we have seen low LTV & retention from other geo users in 2021-2022.

USA:

Eligible USA States (only below listed states should be included in the campaign)

Alabama, Alaska, California, Colorado, Florida, Georgia, Hawaii, Idaho, Indiana, Illinois, Iowa, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, Wyoming, Also Washington D.C., Tennessee, Montana, Arizona, & South Carolina

Indiana and Maine should not be targeted for card games ie 21 Blitz, Solitaire Cube, Spades Cash, Play 21.
New Jersey should not be targeted for Dominoes Gold

The following (illegal) 5 states should never be targeted for any game:

Arkansas, Connecticut, Delaware, Louisiana, South Dakota, Australia

Only the following territories should be targeted:

ACT, New South Wales, Northern Territory, South Australia, Tasmania, Western Australia;

The following territories should never be targeted:

Queensland, Victoria

Other restrictions:

Samsung Galaxy Store Campaigns should not be launched outside the US as we are not authorized to run any Android campaigns outside the US for Galaxy Store.

Facebook / Meta campaigns can only run in the US & AU.

These are not approved to run in Canada & the UK. Prohibited

Countries: The following (illegal) countries should never be targeted

Afghanistan, Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, China, Congo (the Democratic Republic of the), Côte d’Ivoire, Croatia, Cuba, Cyprus, Czechia, Egypt, Estonia, France, French Guiana, French Polynesia, French Southern Territories (the), Greece, Hungary, Indonesia, Iran (Islamic Republic of), Iraq, Italy, Japan, North Korea, Latvia, Lithuania, Macedonia (the former Yugoslav Republic of), Malaysia, Malta, Montenegro, Myanmar, Nigeria, Pakistan, Poland, Portugal, Romania, Russian Federation (the), Serbia, Slovakia, Slovenia, Sudan (the), Syrian Arab Republic, Turkey, Ukraine, Vietnam [ae], Zimbabwe

EXHIBIT B

Federal Trade Commission Compliance

Affiliates must comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials in Advertising: https://www.ftc.gov/legal-library/browse/federal-register-notices/16-cfr-part-255-guides-concerning-use-endorsements-testimonials-advertising

For more information on the Endorsement Guides, see The FTC’s Endorsement Guides: What People Are Asking https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking

Updated as of September 25, 2024

PLEASE NOTE THAT THESE TERMS AND CONDITIONS INCLUDE A PROVISION WAIVING THE RIGHT TO PURSUE ANY CLASS, GROUP OR REPRESENTATIVE CLAIM AND REQUIRING YOU TO PURSUE PAST, PENDING, AND FUTURE DISPUTES BETWEEN YOU AND US THROUGH INDIVIDUAL ARBITRATION UNLESS YOU OPT OUT WITHIN THE SPECIFIED TIME FRAME. SEE SECTION 16 FOR MORE INFORMATION.

Welcome to Skillz Social Casino (as defined below)! These terms and conditions of use (as defined below) form a legal agreement that governs your relationship with Skillz SC LLC and its affiliated companies (collectively referred to as “Skillz,” “we,” or “us”) regarding your use of the Social Casino and Sweepstakes (as defined below), Skillz-branded website (“Website”) and applications for mobile devices (“Application”) (collectively, the “Platform”). These terms and conditions of use apply to the Social Casino and Sweepstakes services provided by Skillz on any Platform, including, but not limited to, the Website located at games.skillz.com or any other sites where these Terms (as defined below) are posted. They also apply where our Application or product is licensed, downloaded, or otherwise accessed through third-party sites or sources. We hope you enjoy being a part of our community by participating in our social casino offering (“Social Casino”) and the promotional offerings (“Sweepstakes”) used to promote the Social Casino. The Social Casino allows you to play in casino-style games (e.g., slot machines, video poker, roulette), but no real-money prizes are offered; it is an opportunity to enjoy casino games without gambling. To promote the Social Casino and the sale of its virtual currency, herein referred to as Z (defined in Section 8.1), we will offer promotional Sweepstakes, where no purchase is necessary to enter, that award real prizes and utilizes a secondary virtual currency referred to as Ticketz (defined in Section 8.1). YOU ACKNOWLEDGE THAT NEITHER THE SOCIAL CASINO NOR THE SWEEPSTAKES OFFER REAL MONEY GAMBLING, AND NO ACTUAL MONEY IS REQUIRED TO PLAY. By registering for an account with us (your “Account”), using the Social Casino and/or Sweepstakes in any way, or clicking “I accept” below, downloading any application integrated with Skillz Social Casino and/or Sweepstakes (as further defined in Section 2.2 below, “Software”), you: (a) acknowledge that you have read these terms and conditions of service and all obligations and rules that may be included within each game in which you participate (“Rules”) (these terms and conditions of service, the terms of any policy incorporated herein, and the rules are collectively referred to as the “Terms”) in their entirety; (b) agree to be bound by the Terms; and (c) are authorized and able to accept these Terms. If you do not wish to be bound by the Terms, do not click “I accept,” do not register with Skillz, and do not use the Social Casino and/or Sweepstakes. Declining to accept these Terms means you will be unable to participate in the Social Casino and/or Sweepstakes or use your Skillz Account.

GENERAL TERMS

1.1. Arbitration. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE, INCLUDING REGARDING THE ARBITRABILITY OF ANY CLAIM, DISPUTE OR CONTROVERSY (“CLAIM”) ARISING OUT OF OR RELATING TO THESE TERMS AND/OR OUR SOFTWARE, PLATFORM, SOCIAL CASINO, SWEEPSTAKES OR SERVICES MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN SECTION 16 BELOW. PLEASE READ SECTION 16 CAREFULLY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY.

1.2. Changes to the Terms. We may amend, change, modify or revise the Terms at any time, and we may post a notice on the Platform of any material changes, and you can see when these Terms were last revised by referring to the “Updated” legend above. Your continued participation in games and/or use of Software, Platform or Social Casino and/or Sweepstakes means you accept any new or modified Terms. You are responsible for reviewing the Terms for any changes, so please check back here from time to time. You may not modify these Terms. For purposes of these Terms, “writing” does not mean an email nor an electronic/facsimile signature.

1.3. Eligibility. 1.3.1. United States (U.S.). To be eligible to register an Account in our Platform, to participate in the Social Casino and/or Sweepstakes, and/or to download Software, you must: (a) be a natural person who is at least 18 years of age or older, or the age of majority in their jurisdiction, and who is personally assigned to the email address submitted during Account registration; (b) have the power to enter into a contract with Skillz; (c) be physically located within the U.S. and not be residing or currently located in any Prohibited Jurisdiction (as defined in Section 3 below) when accessing your Account and participating the Social Casino and/or Sweepstakes; (d) be physically located within a U.S. state in which participation in the Social Casino and/or Sweepstakes is deemed unlawful by that state’s laws; and (e) at all times abide by these Terms. If any one of these requirements is not met at any time, we may suspend or close your Account with or without notice.

1.3.2. Non-U.S. To be eligible to register an Account in our Platform, to participate in any game within the Social Casino and/or Sweepstakes, and/or to download Software, you must: (a) be a natural person who is at least 18 years of age or older, and who is personally assigned to the email address submitted during your Account registration; (b) have the power to enter into a contract with Skillz; (c) be physically located in a jurisdiction in which participation in the Social Casino and/or Sweepstakes is permitted and unrestricted by that state or country’s laws; and (d) at all times abide by these Terms. If any one of these requirements is not met at any time, we, may suspend or close your Account with or without notice.

1.4. Registration. When you create an Account, you will be asked for a legitimate email address that you control and to create a password. After registration, you will be given the opportunity to create a username or accept a username given by us. The password and username are needed to participate in the Social Casino and/or Sweepstakes and fully access the Platform. You are required to keep your registration details up to date at all times. As a registered user, you can update your Account settings, including your email address, by logging into your Skillz Account inside any Skillz-enabled game and clicking “Account Settings.” Also, if you forget either your password or username, you can visit the Platform or email us for help. Please keep your username and password secret because you are responsible for all activity in your Account. Although we may offer a feature that allows you to “save” or “remember” your password, this feature makes it possible for third parties to access your Account, so please use that feature prudently because such use is at your own risk. We may, in our sole discretion, reject, change, suspend and/or terminate your username.

1.5. Your Account. As the holder of your Account, you are solely responsible for complying with these 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 the Social Casino and/or Sweepstakes, Platform or Software through your Account; or (c) accept or use prizes, Z, Ticketz (as defined in Section 8.1 below) and other items (including without limitation Digital Assets (as defined in Section 12.3)). Neither your Account nor Z, or Ticketz, nor any Digital Assets (defined in Section 12.3) are transferable to any other person or Account. You must immediately notify us if you discover or reasonably suspect the security of your Account has been compromised including any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account. You are solely accountable for any actions taken through your Account, regardless of whether you performed them. You are entirely accountable for any actions that occur through your Account, regardless of whether you performed them. You recognize that your Account may be terminated if someone else uses it and engages in activities that violate these Terms or are otherwise illegal. By creating an Account and providing an email address, you authorize and consent to us providing you with important announcements, relevant promotions, and other related communications relating to the Social Casino and/or Sweepstakes, Software, Platform and games. You will always have the opportunity to opt out of these communications at any time. By creating an Account and using this service, you grant Skills irrevocable, perpetual, worldwide ownership of all data you provide or generate through your use of the Social Casino, Sweepstakes, Software, Platform, and games, without limitation, allowing Skills to use, modify, reproduce, distribute, and disclose such data for any legal purpose.

1.6 Employee Policy. Skillz employees may use the Social Casino and/or Sweepstakes and/or Software and Platform for the purpose of testing the user experience but may not withdraw money. Our directors, contractors, affiliates, or partners may use the Platform, Social Casino and/or Sweepstakes and/or Software without such limitation, but only if they do not have any access to material non-public information relating to the Social Casino and/or Sweepstakes and/or Software and Platform that would lead to any advantage in their play using the Social Casino and/or Sweepstakes and/or Software and Platform.

SERVICES AND SOFTWARE

2.1. The Services. We may, with or without notice to you: (a) modify, suspend or terminate your access to the Platform, Social Casino and/or Sweepstakes and/or Software for any reason without liability; and (b) interrupt the operation of the Platform, Social Casino and/or Sweepstakes and/or Software as necessary to perform maintenance, error correction, or other work. We may suspend and/or close the Account of any user who violates, or whom we reasonably believe may be in violation of or will violate, these Terms, at any time without notice and without liability. Also, and without limiting our other rights or remedies, if we believe you have violated these Terms or if you have violated these Terms, we may determine that your Z and/ or Ticketz, if any, will be forfeited, disgorged or recouped. Further, we may, from time to time, elect to work with third party partners to offer the Platform and the Social Casino and Sweepstakes. Additionally, in the event of a software glitch or malfunction, we reserve the right to revert, cancel, or void Zs and/or Ticketz (as defined in section 8.1), as necessary.

2.2. Software. If you wish to participate in the Social Casino and/or Sweepstakes via the Platform, you may be required to initiate access to certain mobile application from our third-party partners (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, is collectively “Software”). If the Software is required to be downloaded and you do not download the Software, you may not be able to participate in games or the relevant Social Casino and/or Sweepstakes. Whether you download the Software directly or from a third party, such as via an app store, your use of the Software is subject to these Terms. We license the Software to you under Section 12.2. Where the Platform or the Social Casino and/or Sweepstakes is deemed to be illegal under the laws of the jurisdiction in which you reside or are situated, you will not be granted any license to, and must refrain from accessing, the Platform or Social Casino and/or Sweepstakes.

2.3. Remote Access and Updates. We and any of our partners may choose to offer technical support for Software from time to time in our discretion. Such technical support may require that we or our partners remotely access your device on which the Software is installed (“Device”). Also, if and when our partners, or we update the Software or deploy patches, updates, and modifications to the Skillz Software, as applicable, we may do so through remote access of your Device without your knowledge. You hereby consent to these activities. You acknowledge that if we or our partners cannot remotely access your Device, then the Software may no longer work, and this may prevent you from participating in the Social Casino and/or Sweepstakes. We and/or our partners’ access to your Device will be limited solely to (a) providing support; (b) updating the Software; or (c) determining your location for regulatory purposes only and is governed by the terms of our Privacy Policy.

2.4. Beta Releases. For any service that is identified by us or our partners as a “beta” version (“Beta Service”), you acknowledge and agree that a Beta Service may contain more or fewer features than the final release of the service. We and our partners reserve rights not to release a final release of a Beta Service or to alter any such Beta Services’ features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics. Beta Services may not be suitable for production use and may contain errors affecting proper operation and functionality.

2.5. Third-Party Sites. You may be able to access third-party websites or services via the Software, or Platform. We are not responsible for third-party websites, services, or content available through those third-party services. You are solely responsible for your dealings with third parties (including advertisers and game developers). Your use of third-party software, websites or services may be subject to that third-party’s terms and conditions.

COMPLIANCE WITH LAWS

3.1. Prohibited U.S. States/Countries. You acknowledge that various rules, regulations and laws addressing Social Casino, Sweepstakes and/or prizes govern your participation (“Gaming Laws”), and that Gaming Laws are set up by each individual U.S. state, country, territory, or jurisdiction. Therefore, the Social Casino is not offered to users participating in any state in which the Social Casino violates its Gaming Laws (“Social Casino Prohibited Jurisdiction”), and if you are located in any Social Casino Prohibited Jurisdiction then you may not participate in Social Casino. In the United States, the Social Casino Prohibited Jurisdictions, as of the “Updated” date above, include: Kentucky and South Carolina. Further, the Sweepstakes are not offered to users participating in any state in which such promotional offerings violate its Gaming Laws (“Sweepstakes Prohibited Jurisdiction”), and if you are located in any Sweepstakes Prohibited Jurisdiction then you may not participate in the Sweepstakes. In the United States, the Sweepstakes Prohibited Jurisdictions, as of the “Updated” date above, include: Alabama, Georgia, Idaho, Kentucky, Michigan, Minnesota, Nevada, South Carolina, and Washington. Collectively, the Sweepstakes Prohibited Jurisdictions and the Social Casino Prohibited Jurisdictions shall be referred to as Prohibited Jurisdictions (“Prohibited Jurisdiction”). It is your responsibility to determine whether the state, country, territory or jurisdiction in which you are located is a Prohibited Jurisdiction. Together with our partners, we reserve the right to monitor the location from which you access the Social Casino and/or Sweepstakes, and we may block access from any Prohibited Jurisdiction. Each time you log in to participate in the Social Casino and/or Sweepstakes, you must accurately confirm the location from which you are playing.

3.2. Additional Laws. In addition to Gaming Laws, you are also subject to all municipal, state and federal laws, rules and regulations of the city, state and country in which you reside and from which you access the Platform and use the Social Casino and/or Sweepstakes, including without limitation U.S. export laws (together with Gaming Laws, the “Applicable Laws”). You are solely responsible for your compliance with all Applicable Laws. Access to the Social Casino and/or Sweepstakes may not be legal for some or all residents of, or persons present in, certain jurisdictions. THE SOCIAL CASINO AND SWEEPSTAKES ARE VOID WHERE PROHIBITED OR RESTRICTED BY APPLICABLE LAWS. Your participation in the Social Casino and/or Sweepstakes is at your own risk, and you agree not to hold us responsible or liable if Applicable Laws restrict or prohibit your access or participation. Further, your participation in the Social Casino and/or Sweepstakes is strictly in your personal capacity for recreational and entertainment purposes only.

3.3. Legal Disclaimers. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LAWFULNESS OF YOUR PARTICIPATING IN THE SOCIAL CASINO AND/OR SWEEPSTAKES, NOR SHALL ANY PERSON AFFILIATED, OR CLAIMING AFFILIATION, WITH US HAVE AUTHORITY TO MAKE ANY SUCH REPRESENTATIONS OR WARRANTIES.

YOUR REPRESENTATIONS AND WARRANTIES TO US

You represent and warrant to us that (a) you have the right, authority, and capacity to agree to these Terms, to register for an Account, and to participate in those games for which you register in the Social Casino and/or Sweepstakes; and (b) you will comply with these Terms when participating in the Social Casino and/or Sweepstakes, and/or using Software and Platform; and (c) all information you supply to us or our partners is complete, accurate and current (and knowingly submitting incomplete any of or inaccurate information, or failing to update and maintain current, complete and accurate information, may result, without limitation, in immediate termination of your Account and forfeiture of Z and/or Ticketz and redeemed prizes).

YOUR INDEMNIFICATION OF US

You will, at your own cost and expense, indemnify and hold us and our directors, officers, employees and agents harmless from and against any and all claims, disputes, liabilities, judgments, settlements, actions, debts or rights of action, losses of whatever kind, and all costs and fees, including reasonable legal and attorneys’ fees, arising out of or relating to (a) your breach of these Terms; (b) any use of your Account, the Platform, the Software and the Social Casino and/or Sweepstakes by any person including yourself; (c) your violation of Applicable Laws; and/or (d) your negligence or misconduct; and, if we instruct you in writing, you will, at your cost and expense, defend us from any of the foregoing using counsel reasonably acceptable to us.

PRIVACY

6.1. Privacy Policy. We are committed to your privacy, and our Privacy Policy, the terms of which are incorporated into these Terms as if set forth in their entirety, explains the policies put in place and used by us to protect your privacy as you visit the Platform, participate in games, download and use the Software and use the Social Casino and/or Sweepstakes, and its terms are made a part of these Terms by this reference. We receive, store and use all information that you submit to the Platform and all information you submit in registering for and participating in the Social Casino and/or Sweepstakes, in accordance with the Privacy Policy, so please read it carefully. We also collect anonymous aggregated and/or statistical data reflecting your use of the Platform, the Social Casino and/or Sweepstakes and may use such data for tracking, reporting and other activities in connection with our business, also all in accordance with the Privacy Policy. We will not intentionally disclose any sensitive personally identifying information about you (including your social security number, passport, or payment information) to third parties without your consent except (a) where expressly specified in these Terms; (b) where expressly specified in the Privacy Policy; and/or (c) where we, in good faith, believe such disclosure is necessary to comply with Applicable Laws, to enforce these Terms against you, or to help prevent a loss of life or physical injury or crime. By using the Platform, Social Casino, and/or Sweepstakes, you grant Skills irrevocable, perpetual, worldwide ownership of all non-sensitive data you provide or generate through your use of the Platform, Social Casino, and/or Sweepstakes, without limitation, allowing Skillz to use, modify, reproduce, distribute, and disclose such data for any legal purpose.

6.2. Communications with You. As also detailed in the Privacy Policy, we may use emails, text messages, and push notifications to communicate with you, and to let you know of special promotions, events and policy changes. We may also communicate with you via email, text message, push notification or chat for any other purpose relating to the Social Casino and/or Sweepstakes, Platform or Software. We or our representatives may monitor all communications made by or received by you while using the Platform and Social Casino and/or Sweepstakes. If you do not wish to receive these communications from us, you may opt out by emailing support@skillz.com, but you acknowledge that opting out may result in your inability to participate in the Social Casino and/or Sweepstakes.

6.3. Device Information. Using the Platform, Software and the Social Casino and/or Sweepstakes requires an Internet connection to our servers, and we or our partners may need to collect certain information from you and your Internet-enabled device (“Device”) in order to make the Platform, Software and the Social Casino and/or Sweepstakes available to you, such as hardware system profile data, internet connection data and any other data related to the operation of the Social Casino and/or Sweepstakes from any Device that logs onto the Social Casino and/or Sweepstakes using your Account. We will use this information in accordance with the Privacy Policy.

6.4. Warning. Please use prudent security measures prior to sending us sensitive information because third parties can unlawfully intercept or access transmissions or private communications between you and us, and you acknowledge that internet transmissions are never completely private or secure. For your safety, you should never reveal any sensitive personal information in any Skillz-enabled public forums, message boards or chat features.

6.5. Promotional Activities. By registering for an Account, you allow us and/or any of our partners to publicly display your username, leaderboard positions, Z and Ticketz (as defined in Section 8.1) currency accumulation and to use this information for any purpose. By using the Social Casino and/or Sweepstakes, you allow us and and/or any of our partners to print, publish, broadcast and use, worldwide, in any media and at any time, your name, picture, voice, likeness, and/or any biographical information that you submit to us or our partners (“Biographical Information”) for promotional, marketing or related business purposes, without compensation to you. However, we will never sell your Biographical Information without your prior written consent, and our use of your personally identifiable information is always governed by our Privacy Policy.

6.6. Gameplay Dialogue. We may use third-party websites and technologies to record or stream gameplay or chat dialogue occurring through the Social Casino and/or Sweepstakes, including your own dialogue (“Recordings”). We use Recordings to verify compliance with these Terms and as part of marketing and promotion of the Social Casino and/or Sweepstakes. Please do not submit personally identifiable information in gameplay dialogue—this information is available for anyone to see and use. You may record and distribute your own recordings of gameplay dialogue for non-commercial purposes (i.e., you may not record or distribute Recordings for compensation) so long as your recording and distribution: (a) does not include other products or services that are competitive with the Social Casino and/or Sweepstakes; and (b) complies with these Terms.

6.7. Children. The Social Casino and/or Sweepstakes will not knowingly accept personal information from anyone under 18 years old. If you believe that a child under 18 has gained access to the Social Casino and/or Sweepstakes, please contact us at support@skillz.com. On behalf of ourselves and any of our partners, we have taken commercially reasonable steps to restrict use of the Social Casino and/or Sweepstakes to those who are at least 18 years old. We do not sell products or services for purchase by minors.

ACCEPTABLE USE POLICY

7.1. Rules of Conduct. You are personally responsible for your use of the Platform, Social Casino and/or Sweepstakes and Software, and while using the Platform, Social Casino and/or Sweepstakes and Software you must conduct yourself in a lawful and respectful manner in accordance with our rules of conduct below. We may temporarily or permanently ban users who violate these rules, or who abuse email communications, support communications, or the community purpose of any message board areas, as determined by us and our partners, in our sole discretion. We and any of our partners reserve the right to disable a player’s ability to upload profile photos or edit their username at any time.

Profanity, obscenities, or the use of **asterisks** or other “masking” characters to disguise such words, is not permitted.
You may not use or upload obscene, lewd, slanderous, pornographic, abusive, violent, insulting, indecent, threatening and harassing language of any kind, as determined by us in our sole discretion.
Usernames will be displayed as ‘Your Name’; impersonating other players is not allowed.
Do not share personal information (your name, phone number, home address, and password) with other users.
Do not transmit or upload any copyrighted or trademarked materials in messages or postings.
Information disclosed in chat rooms, message boards, gameplay dialogue or via eMessages is revealed to the public, and neither we, nor our partners, is responsible for information you choose to disclose to others.
Advanced fonts, java, tables, html or other programming codes or commands are not allowed in messages.
You may not attempt to participate in any service by means of automatic, macro, programmed or similar methods.
Money that you use to make purchases must not be tainted with any illegality and, in particular, it must not originate from any illegal activity or source.
You may not attempt to impersonate or deceive another user for the purposes of illicitly obtaining cards, passwords, account information etc. (aka “scamming”).

You may not commit fraud with regard to any service, including but not limited to utilizing a VPN, proxy server or any other device or software that manipulates your location. Further, you may not provide misleading or false information relating to your location or circumvent access to the Platform in a Prohibited Jurisdictions through the use of a third party or on behalf of a third party. You may not make any commercial use of any of the information provided on the Platform or through the Social Casino and/or Sweepstakes nor make any use of the Platform or the Social Casino and/or Sweepstakes for the benefit of a business. 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 Social Casino and/or Sweepstakes. You represent and warrant to us that you will not engage in any activity that interrupts or attempts to interrupt the operation of the Social Casino and/or Sweepstakes. In addition to the foregoing, we reserve the right to disclose or report any money laundering or other illegal activity or suspected money laundering or other illegal activity to law enforcement and regulatory authorities. Any attempt to deliberately damage the Social Casino and/or Sweepstakes or undermine the legitimate operation of any game is a violation of criminal and civil laws, and should such an attempt be made, Skillz reserves the right to seek damages and other remedies from you to the fullest extent permitted by law. You further acknowledge that the forfeiture and return of any Z or Ticketz as a result of a violation of these Terms shall in no way prevent Skillz from pursuing criminal or civil proceedings in connection with any abuse.

7.2. Your Content. You acknowledge that the Social Casino and/or Sweepstakes are a passive conduit for user content and that: (a) neither we, nor our partners, pre-screen user content or communications; or (b) control, verify or pay for any user content or communications. We do not endorse, and specifically disclaim any responsibility or liability for, any publicly posted content. We may terminate your access to any public forums at any time, without notice, for any reason whatsoever, and/or delete, move or edit content submitted publicly, in whole or in part. You may only upload, send, and receive messages and material that is related to the subject matter of the public forums, complies with Applicable Laws, and conforms to any additional terms of service posted in the public forums. You may not upload to, distribute, or otherwise publish any content, information, or other material that (a) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (b) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (c) includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties. Submissions or opinions expressed by users are that of the individual expressing such submission or opinion only. Subject to the foregoing, we may edit, refuse to post, or to remove any information or materials submitted, in our discretion. You may not use a false email address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of your submissions or content.

7.3. Cheating, Fraud, and Abuse. In accessing the Platform or participating in the Social Casino and/or Sweepstakes or using the Software, you represent and warrant to us and our partners that you will not engage in any activity that interrupts or attempts to interrupt the operation of the Platform, Social Casino and/or Sweepstakes or Software. Anyone who engages in, participates in or displays behavior that may be interpreted, in the discretion of us and our partners only, as unfair methods in participating in the Social Casino and/or Sweepstakes or using Platform or Software, including but not limited to, the opening and/or use of multiple Accounts (e.g., You may not have more than one registered Account with the same personal information, such as your name, email address, phone number, mobile device, and payment method) the use of unauthorized or altered software or hardware to assist play (e.g., bots, bot nets, and collusion with bots), intentionally poor play in certain games to achieve competitive advantage, collusion with other players (e.g. intentionally losing rematches in games), deliberate transfer of money between Accounts (e.g., “money laundering”), transfer of Z and/or Ticketz, harassment of other participants, utilizing a payment method in which you have no authorization to utilize, posting objectionable material, breach of these Terms, breach of security of your Account, or any other act (whether through the use of automated technology or otherwise) that unfairly alters your chance of winning or constitutes the commission of fraud (collectively, “Abuse”), you will be subject to immediate sanction (as determined by us and our partners only), which may include, without limitation: (a) immediate termination of your Account and blocking of your access to the Platform and the Social Casino and/or Sweepstakes; (b) any Z and/or Ticketz and redeemed prizes that you may otherwise have been entitled to receive shall be void and forfeited; (c) any Z and/or Ticketz and redeemed prizes received by you shall be subject to disgorgement and/or recoupment; and (d) you may be charged a fine of up to $1,000 for engaging in unfair methods. In addition to the foregoing, we reserve the right to disclose or report any money laundering similar illegal activity to law enforcement and regulatory authorities. Without limiting our other available remedies, we, solely, or in conjunction with our partners, may institute or seek injunctive and other relief, and pursue civil and/or criminal prosecution by law enforcement and/or regulatory authorities, against you and/or any of your co-conspirators arising out of or related to your commission of Abuse, including without limitation recovering all of our and/or our partners’ fees and expenses (including reasonable attorneys’ fees) in connection with such efforts.

7.4. Hacking, Tampering, or Unauthorized Access. Any attempt to gain unauthorized access to systems or any other user’s Account, interfere with procedures or performance of the Social Casino and/or Sweepstakes, Software or the Platform or deliberately damage or undermine the Social Casino and/or Sweepstakes or Software or the Platform is subject to civil and/or criminal prosecution by law enforcement and/or regulatory authorities and will result in immediate termination of your Account and forfeiture of your Z and/or Ticketz and redeemed prizes. You acknowledge that we are not responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Platform, Social Casino and/or Sweepstakes or your Account. As noted above, in the event of a software glitch or malfunction, we reserve the right to revert, cancel, or void Zs and/or Ticketz, as necessary.

7.5. Restrictions. Any use, reproduction or redistribution of the Platform, Software, or related products or services (including without limitation, Digital Assets) not expressly authorized by these Terms is expressly prohibited. You may not engage in, or assist others to engage in, conduct that would damage or impair our property including, without limitation: (a) copying, distributing, transmitting, displaying, performing, framing, linking, hosting, caching, reproducing, publishing, licensing, or creating derivative works from any information, software, products or services obtained from us; (b) providing unauthorized means through which others may use the Social Casino and/or Sweepstakes such as through server emulators; (c) taking actions that impose an unreasonable or disproportionately large load on network infrastructure, or that could damage, disable, overburden or impair our Platform or the Social Casino and/or Sweepstakes; (d) interfering with any other party’s use and enjoyment of the Social Casino and/or Sweepstakes, Software, or Platform (including cheating) or the Platform; and/or (e) attempting to gain unauthorized access to third party accounts, the Social Casino and/or Sweepstakes, Software, or Platform.

GAMEPLAY AND VIRTUAL CURRENCY

8.1 Rules. Skillz, as a part of our Platform, will offer a Social Casino with social casino-style games which will be promoted via occasional promotional Sweepstakes. There will be various games offered within the Social Casino and/or Sweepstakes that each have their own gameplay rules. It is your responsibility to review the rules before participating in a game. Games can be played with the Social Casino currency “Z” (“Z”) or with the Sweepstakes currency “Ticketz” (“Ticketz”). Z have no monetary value and cannot under any circumstance be redeemed for prizes. YOU CANNOT PURCHASE TICKETZ. You may participate in any game only if you have sufficient Z or Ticketz (as applicable) in your Account for such participation. In the event of a discrepancy between the result showing on your Device and our server, the result showing on our service shall be the official and governing result.

8.1.1. Validation. We retain the authority to invalidate participation in a game, in whole or in part, if we determine, at our sole discretion, that there was an evident error, mistake, misprint, or technical issue with the pay-table, win-table, minimum or maximum stakes, odds, or software.

8.1.2. Entry Fees. Accountholders can use Ticketz or Z to pay for entry fees in any of the games that are activated for Ticketz or Z, respectively. We reserve the right to add, remove or change the list of activated Ticketz or Z games or games offered for play at any time. The various entry fees or bets available for each individual Ticketz or Z game are provided by accessing the individual game itself. Entry fees paid for with Z are not eligible to be redeemed for prize payouts. Z or Ticketz that have been submitted for play and accepted cannot be changed, withdrawn or cancelled and the Z or Ticketz (whichever applicable) will be drawn from your respective Z or Ticketz balance instantly.

8.1.4 Prohibition Against Transfer. You are not permitted to transfer Z or Ticketz between Accounts, send them to other players, receive them from other Accounts, or transfer, sell, or acquire Accounts. Any attempt to bypass these restrictions may result in immediate action, at our sole discretion.

8.1.5. Errors. If at any time we mistakenly add Z or Ticketz to your Account that do not belong to you, whether due to a technical error, human error or otherwise, the Z or Ticketz added by mistake will remain our property and will be deducted from your Account. In the event you discover an incorrect addition of Z or Ticketz, you are obliged to notify support at support@skillz.com without delay.

8.2 Purchasing Z. Z can used to participate in games and Z can be purchased in various packages available in various quantifies within the Social Casino. Select packages for the purchase of Z will occasionally offer free promotional Ticketz bundled into the purchase. These packages are available at our discretion and may be removed or altered at any time. It is your responsibility to review the terms of all Z packages. All purchases of Z are final. Further, we may assign minimum or maximum limits for Z at our sole discretion.

8.2.1. License. The purchase of Z is the purchase of a temporary license granted to you by us and allows you to participate in our games and is not a deposit of funds which can be withdrawn. Funds used to purchase Z will not, and cannot, be refunded to you. Z do not have any real money value and cannot be redeemed for cash or any prize values. Z can only be used to continue in gameplay for games. No refunds will be given. We may occasionally set minimum or maximum Z purchases as specified and offered in the Social Casino.

8.2.2 Validity. Z are only valid for 180 days from the date you have last logged onto your Account and will thereafter be automatically forfeited. Further, Z may be forfeited if an Account is closed, or at our absolute discretion. Please see Section 13 for full details.

8.2.3. Participation. You may participate in any Z activated game only if you have sufficient Z in your Account for such participation. In Z activated games, Z will be credited to your Z balance following the conclusion of each Social Casino game. We will not extend you any credit whatsoever for the purchase of Z or otherwise.

8.2.4. Obtaining Z for Free. If you run out of Z at any time, you will automatically receive 100 Z to continue with gameplay within the Social Casino.

8.2.5. Z Error. If you have received Z that you did not earn, we reserve (without prejudice to other remedies and actions that may be available at law), at our sole discretion, the right to rescind the Z.

8.3. Promotions and Ticketz. As a promotional tool offered to promote the Social Casino, we will occasionally offer Sweepstakes available for play with Ticketz that may each have their own sweepstakes rules (“Sweepstakes Rule(s)”). It is your responsibility to review the Sweepstakes Rules before participating in a Sweepstakes. All promotions, including games played in the Sweepstakes are subject to these Terms, any Sweepstakes Rules and to additional terms that may be published at the time of the Sweepstakes. In the event and to the extent of any conflict between these Terms and any Sweepstakes Rules, the Sweepstakes Rules will prevail. We reserve the right, at our sole discretion, to withdraw or modify such promotions (including their availability) without prior notice to you. If we reasonably believe that you are abusing a Sweepstakes to gain an unfair advantage for yourself or others, including through fraudulent conduct, we may, at our sole discretion, withhold, deny, or cancel any advantage, bonus, or prize as we deem appropriate.

8.3.1. Earning Ticketz. No purchase required to acquire Ticketz. There are four (4) ways to acquire Ticketz:

In select packages with the purchase of Z offered at our sole discretion;
As a prize in winning games within the Social Casino and Sweepstakes;
Across various Skillz platforms; and
Via Alternate Method of Entry (“AMOE”). Ticketz can always be acquired for free via AMOE. You can make a request to support at support@skillz.com to receive 2000 Ticketz per AMOE request. Only one (1) request for free Ticketz via AMOE per Sweepstakes can be made per month. For more information, please see here.

8.3.2. Ticketz Accreditation. You may participate in any Ticketz activated game only if you have sufficient Ticketz in your Account for such participation. In Ticketz activated games, Ticketz won will be credited to your Ticketz balance following the conclusion of each Ticketz activated game. Ticketz can be redeemed for prizes in the Skillz store, redeemed for gift cards or further utilized to participate across the Skillz platforms, once they have been credited to your Account.

8.3.3. Ticketz Validity. Ticketz are only valid for 180 days from the date you have last logged onto your Account and will thereafter be automatically forfeited. Further, Ticketz may be forfeited if an Account is closed, or at our absolute discretion. Please see Section 13 for full details.

8.3.4. Ticketz Error. If you have received Ticketz that you did not earn, we reserve (without prejudice to other remedies and actions that may be available at law), at our sole discretion, the right to rescind the Ticketz.

PRIZE REDEMPTION

9.1. Ticketz Redemption. As noted above, Ticketz are able to be redeemed for prizes as available in the Skillz store, redeemed for gift cards or further utilized to participate across the Skillz platforms, please follow this link for further information. We reserve the right to implement other ways in which Ticketz may be redeemed. We have the right to charge fees for processing your prize redemptions and to establish a minimum redemption threshold of Ticketz at our sole discretion. Further, we reserve the right to limit the payout of any redemption of prizes, at our sole discretion. For the avoidance of doubt, Z, cannot be redeemed for prizes.

9.1.1. Gift Cards. When you choose to redeem Ticketz for a gift card, you must have the sufficient amount of Ticketz necessary to redeem for a gift card. Ticketz will be deducted from your current Ticketz balance. When you choose to redeem prizes for gift cards, the gift cards will be allocated to the email address that you have registered with your Account, or if this is not technically possible, then to an alternative email address you nominate, provided that email address is also your address and not that of a third party. You are solely responsible for ensuring the accuracy of the email address and other relevant details you provide. If the information you provide is incorrect and we process the redemption using those details, the redemption of the prize is final, and we are not obligated to reissue the gift cards. If we request a valid email address and you do not provide a valid email address within 60 days of our request, we are not required to allocate the gift cards to you and may, at our discretion, consider the gift card and any Ticketz used to redeem, void.

9.1.2. Skillz Store. When you choose to redeem Ticketz at the Skillz store, you must have the sufficient amount of Ticketz necessary to redeem for a stated prize. Ticketz will be deducted from your current Ticketz balance. All Prize details are at our sole discretion and any depiction of a prize, in any advertising materials, Skillz store or otherwise, is for illustrative purposes only. Prize is subject to availability and other restrictions all of which are subject to change at our sole discretion. No transfer, refund, cash redemption, substitution, replacement or cash equivalent for a prize will be made, except at our sole discretion, we may substitute a prize of equal or greater value for any reason or elect to offer a refund. No more than the stated number of prizes will be given.

9.1.3. Timing. Processing request to redeem Ticketz will be done in the order in which they are received. You agree that it may take up to fourteen (14) business days to fully process a Ticketz redemption for a prize as stated in Section 9.1. There may be delays in prize redemption due to our identity verification process and the possibility of additional verification at the time of redemption. We will process only one prize redemption request per Account within any 24-hour period.

9.1.4. Prize Error. If you become aware that you have mistakenly received a prize redemption that does not belong to you prior to us becoming aware of the error, the mistakenly paid prize will (without prejudice to other remedies and actions that may be available at law) will constitute a debt owed by you to us and we may, at our sole discretion, rescind the prize redemption.

9.2. State Limits. If you are located in New York and Florida, the highest amount you can redeem for a prize is USD $5,000. Any prize valued above USD $5,000 will be capped at this maximum amount. 9.3. Prize Limits. We reserve the exclusive right, at our discretion, to limit the value of your prize redemptions to:

USD $100,000 per day, not to exceed USD $1,000,000 across all Skillz platforms; or
any other amount over any period that we deem necessary to comply with our regulatory obligations or the demands of our partners and suppliers; or
an amount necessary to correct any prize redemption in the event of an error.

WINNINGS, ACCOUNT FUNDS, AND PAYMENTS

10.1. Fees. Fees and payments within the Social Casino and/or Sweepstakes that you pay to participate in games (“Fees”) and billing procedures are detailed in the billing application. If Fees are charged to your Account, you agree to pay those Fees. All Fees are stated in U.S. Dollars, must be prepaid and are non-refundable. You are fully responsible and liable for all charges, deposits and withdrawals made under your Account, including any unauthorized charges, deposits or withdrawals. Skillz may, at its sole discretion, refund any unauthorized charges, deposits or withdrawals. The price of the Social Casino and/or Sweepstakes may change at any time, but no price change will affect your past purchases. All Z purchases and direct bank transfer payments are executed in USD. It is your responsibility to ensure that your nominated bank account can accept transactions in USD.

10.2. Billing. We may change Fees and billing procedures by updating the billing application with or without notice to you. By providing 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; (b) authorize us, to charge you for the Social Casino and/or Sweepstakes using your payment method; and (c) authorize us to charge you for any paid feature of the Social Casino and/or Sweepstakes that you choose to sign up for. We may bill you (a) at the time of purchase; or (b) shortly after purchase, in our sole discretion. You must tell us within 120 days after an error first appears on your bill for an investigation of the charge to occur promptly. After 120 days from the first appearance of the error, neither we nor our partners (a) will be liable for any losses resulting from the error; and (b) will be required to correct the error or provide a refund. If we or our partners identifies a billing error, it will be corrected within 90 days. You must pay for all reasonable costs we incur to collect any past due amounts, including without limitation reasonable attorneys’ fees and other legal fees and costs. If any of your purchases are found to be returned, reversed, or charged back, your Account may be suspended, at our sole discretion. In such cases, the amount of these purchases will become a debt you owe to us, and you must promptly remit payment through an alternative method. Until we receive payment, all purchases and Ticketz and Z will be considered void, and you will not be permitted to redeem Ticketz for prizes.

10.3. Deposits. If you intend to purchase Z, you may be required to make a cash deposit into your Account. If you are required to make a cash deposit or make a cash deposit at any time while utilizing the service, you may be required to submit and maintain at all times the following current and correct information: your full name, email address, your permanent residential address, your phone number and your credit card or other payment information. Participating in games may require establishing a positive Account balance in any amount we or our partners determine. By submitting this information, you consent to allowing us and our partners 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, an authorization request will be submitted 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. If at any time, you are able to 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 requested identifying information at that time may result in inability to process any withdrawals.

10.4. Withdrawals. At this time, there is no mechanism in place to withdraw funds as any deposited money into your Account will be automatically converted to Z. Further, Digital Assets, Z and Ticketz cannot be withdrawn.

10.5. Closing Accounts; Forfeiture of Funds. If you close your Account, any deposited cash funds that may be in your Account will be held for 60 days. If you elect to reopen your Account within 60 days pursuant to Section 13 below, your deposited funds will remain in your Account. If you do not reopen your Account within 60 days, your deposited funds will be returned subject to the terms of Section 10.4. If your Account is unilaterally closed or terminated for cause as allowed in these Terms, funds, Z and Ticketz, in your Account may be forfeited and not returned to you. If your funds are forfeited by you in accordance with this Section or Sections 2.1, 4, 7.3, 7.4, 7.5, 8.3.4, 9.1.4, or 10.11 hereof, these funds may be used to defray the costs of administration and enforcement of these Terms, allocated or disbursed such amounts to other services or donated these funds.

10.6. Account Monthly Maintenance Fee. If your Account is inactive (i.e. you have not entered at least one (1) game) for six (6) consecutive months or more, a maintenance fee of $2.00 per month may be charged (the “Monthly Maintenance Fee”). After five or more months of inactivity, you will be notified by email that if your Account remains inactive for one 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 or more consecutive months, your Account may be closed.

10.7. Refund Policy. Unless otherwise required by law, no refunds are given.

10.8. Credit Card/ Use of Payment Processors. When you pay for any charges by credit card, you represent to us that you are the authorized user of such credit card. 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 canceled 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 Social Casino and/or Sweepstakes. Any attempt to defraud 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, will result in immediate termination of your Account, forfeiture of Z and/or Ticketz and redeemed prizes, and pursuit of arbitration proceedings by us against you and civil and/or criminal prosecution by law enforcement and/or regulatory authorities. We may, at our sole discretion, utilize a payment agent and/ or payment facilitator to accept and/ or make payments on our behalf. A payment agent will have the same rights, powers, and privileges as we do under these Terms, and may exercise or enforce these rights on our behalf or in their own name. We will not be liable to you for any loss, damage, or liability arising from the payment agent or payment facilitator’s negligence or actions exceeding the authority granted by us. Further, you consent to us, any of our payment agents, and/ or payment facilitators to storing your payment information (e.g., card number) for future purchases. By accepting these Terms, you authorize us, any of our partners, and payment agents and payment facilitators to store your payment credentials in accordance with applicable payment processing regulations.

10.9. Taxes. If you are a U.S. resident, we may send you an IRS Form W-9 and 1099-MISC or other appropriate form if your Ticketz the total of your Ticketz redemptions (in a calendar year) equals or exceeds $600. Depending on the state in which you reside, we may also send you an additional state tax forms. Without limiting the foregoing, we may withhold from your existing cash Account balance and/or from future prizes any amount required to be withheld by applicable Laws, including amounts due in connection with your failure to complete relevant tax documentation. You remain solely responsible for paying all federal, state and other taxes in accordance with all Applicable Laws.

10.11 Verification. As a part of these Terms, in order to access the Platform, participate in the Social Casino and/or Sweepstakes, earn Z and Ticketz, or redeem Ticketz, we may collect location information from your device to verify your location. You agree that we have the right to conduct location, identification, and other verification checks as required by applicable laws, regulations, or relevant regulatory authorities, or as we may reasonably need to prevent financial crime, fraud, and access from our Platform from a Prohibited Jurisdiction. You agree that we may use third party providers to run external identification, location and other verification checks on you on the basis of the information provided by you. Until these verification checks are satisfactorily completed: (a) your prize redemption requests will remain pending; (b) any Z or Ticketz distribution may remain pending; and (c) we may restrict your Account as we see fit, including suspending or closing the Account.

10.11.1 Verification Procedures. Verification procedures may include, but is not limited to, requests for and our examination of copies of your: (a) identification documentation such as a passport, social security number, or ID; (b) proof of address such as a utility bill; and (c) source of wealth or source of funds documentation such as a bank statement. If we are unable to complete any required identification, location, or other verification check to our satisfaction because you have not provided a requested document or provided adequate access in the required form within 30 days of our request, we are not obligated to continue the verification process. In such cases, we may, at our sole discretion, close or restrict your Account as we deem appropriate, or decide, to not award Z, Ticketz or redeem prizes.

COPYRIGHT COMPLAINTS

The Digital Millennium Copyright Act (DMCA) provides copyright owners who believe that their rights under the United States copyright law have been infringed by acts of third parties over the Internet with ways to protect their rights. If you believe that your copyrighted work has been copied without your authorization and is available in the Social Casino and/or Sweepstakes in a way that may constitute copyright infringement, you can provide notice of your claim to the designated agent listed below. For your notice to be effective, it must include the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property right that is allegedly infringed;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located in this game; Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number, and, if available, an e-mail address at which the complaining party can be contacted;
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
A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Skillz’ Designated Agent is: Skillz, Inc. Attn: Legal Department, 6625 Badura Avenue, Las Vegas Nevada 89118P.O. Box 445, San Francisco, CA 94104; legalsupport@skillz.com.

PROPRIETARY RIGHTS

12.1. Your Content. Subject to these Terms, you grant to us a worldwide, perpetual, unrestricted, royalty-free license to use, copy, modify, distribute, publish, perform, transmit and display any and all communications, materials, content and information that you submit to us or our partners, whether directly or through the Platform, or Software (“Content”), and waive any moral rights you may have in Content. Subject to these Terms, any communication or material you transmit to us, including any data, questions, comments, suggestions or the like, will be treated by us and our partners as non-confidential and non-proprietary. Subject to these Terms, we and our partners may use Content for any purpose, without any compensation, accounting or other liability or obligation to you. If you use or share Content in a way that infringes others’ copyrights, trademarks, other intellectual property rights or privacy rights, you are breaching these Terms. You represent and warrant to us and our partners that for the duration of these Terms you have (and will have) all the rights necessary for the Content you upload or share on the services and that the use of the Content, as contemplated in this Section will not violate any Applicable Laws. If your Account is closed, cancelled or terminated, we and our partners may permanently delete your Content from our servers, and we have no obligation to return Content to you.

12.2. Software License. Subject to these Terms, we grant to you a personal, nonexclusive, limited, non-transferable, non-assignable, non-sublicensable, limited license to install and run the Software, in object code format only, on a Device owned or controlled by you, solely for the purpose of accessing and using the Social Casino and/or Sweepstakes in accordance with these Terms, and solely for so long as your Account is open. You acknowledge that you are receiving licensed rights only. You may not network the Software 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 the Software; (c) use the Software 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 Software. You acknowledge that you have access to sufficient information such that you do not need to reverse engineer the Software in any way to permit other products or information to interoperate with the Software. You are responsible for all use of the Software that is under your possession or control. You acknowledge and agree that your license to use the Platform is subject to these Terms. If you do not agree with or violate these Terms, your license to use the Platform, including the Social Casino and Sweepstakes, may be terminated immediately.

12.3. Digital Assets. Some services and Software may allow you to create digital objects, such as avatars. Such digital objects, in addition to any digital or virtual objects or assets we assign to your Account, virtual trophies or virtual goods, are collectively referred to as “Digital Assets”. You acknowledge that because all Digital Assets are created through the Software and/or the Social Casino and/or Sweepstakes via the Platform, we solely and exclusively own all Digital Assets. To the extent we do not automatically own any Digital Asset, you hereby irrevocably, expressly and automatically assign to us, in perpetuity, all right, title and interest in and to any such Digital Assets, including, without limitation, all copyrights, patent rights, trade secrets, trademarks, moral rights and all other applicable proprietary and intellectual property rights throughout the world. If you have any rights to Digital Assets that cannot (as a matter of law) be assigned to us in accordance with the foregoing, you unconditionally and irrevocably: (a) waive the enforcement of such rights against us; and (b) grant to us an exclusive, irrevocable, perpetual, worldwide, royalty-free license (i) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally perform and otherwise use and exploit such Digital Assets; (ii) to use, make, have made, sell, offer to sell, import and otherwise exploit any product or service based on, embodying, incorporating or derived from Digital Assets; and (iii) to exercise any and all other present or future rights not yet known in Digital Assets. Subject to these Terms, we grant you a limited license to use Digital Assets through your own Account solely for purposes and in furtherance of your use of the Social Casino and/or Sweepstakes.

12.4. Ownership. All content of the Platform, all Skillz products and services, all Skillz logos, symbols, expansion names and symbols, play level symbols, trade dress or “look and feel”, all Digital Assets and those portions of the Software and services which are property of Skillz as well as all derivative works or modifications of any of the foregoing, and all related and underlying intellectual property (including without limitation patents, trademarks, trade secrets and copyrights), are our sole and exclusive property. We reserve all rights not expressly granted herein. Except as expressly set forth herein, no right or license is granted hereunder, express or implied or by way of estoppel, to any intellectual property rights and your use of the Platform, Social Casino and/or Sweepstakes and/or Software does not convey or imply the right to use the Platform, Social Casino and/or Sweepstakes or Software in combination with any other information or products.

TERM AND TERMINATION

These Terms apply to you and to us from the date that you accept them as provided above, until termination of your Account (whether by deactivation, cancellation, closure, expiration or termination by you or us). You may elect to voluntarily terminate these Terms at any time and for any reason by going to your Account webpage and following the account closure process. Upon termination of your Account, you must immediately discontinue use of the Social Casino and/or Sweepstakes, Platform, the Software and your Account and promptly uninstall and delete all copies of the Software. Upon termination of your Account, you will have 60 days to elect to reopen your Account and cancel the termination of your Account. After the 60 days, your Account will be permanently deleted, and all license and rights granted to you under these Terms automatically terminate and you shall automatically forfeit the right to use Digital Assets and any and all Z and/or Ticketz or redeemed prizes. Any request to reopen your Account, must be done within 60 days of termination. You can request to reopen your Account by contacting our support team at support@skillz.com. All reopening requests will be reviewed by our support team, and we elect to decline to reopen your Account at our sole discretion. Your obligation to pay accrued Fees will survive any termination of these Terms. Any and all terms and conditions within these Terms which should, by their nature, survive termination of these Terms, will survive such termination (including without limitation Sections 3.3, 4, 5, 6, 10.5, 10.6, 10.7, 12.3 and 14 through 17 (inclusive).

DISCLAIMERS

In conjunction with any of our partners, we strive to keep the Platform and Social Casino and/or Sweepstakes up and running; however, all online services suffer occasional disruptions and outages, and we are not responsible or liable for any disruption or loss you may suffer as a result. You should regularly backup content that you store on the Social Casino and/or Sweepstakes. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL SERVICES, INCLUDING THE PLATFORM, SOCIAL CASINO AND/OR SWEEPSTAKES, PRODUCTS, INFORMATION AND DATA PROVIDED OR MADE AVAILABLE BY US AND/OR OUR PARTNERS (INCLUDING WITHOUT LIMITATION DIGITAL ASSETS AND SOFTWARE) ARE “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND YOU ASSUME THE ENTIRE RISK WITH RESPECT THERETO. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE SOCIAL CASINO, SWEEPSTAKES, SERVICES, YOUR ACCOUNT, SOFTWARE, THE PLATFORM AND/OR DIGITAL ASSETS WILL BE SECURE, VIRUS-FREE, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SAME WILL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD-PARTY COMPONENT, TECHNOLOGY, HARDWARE, SOFTWARE OR SYSTEM. We have no responsibility to enforce these terms for the benefit of any user. Some states do not allow the disclaimer of implied warranties; as such the foregoing disclaimer may not apply to you in its entirety.

LIMITATIONS OF LIABILITY

15.1. General Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WHATEVER WILL WE OR OUR AFFILIATES, OR OUR RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS, BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOST REVENUE, INCOME, GOODWILL, USE OF DATA OR OTHER INTANGIBLE LOSSES, IN EACH CASE THAT RESULT FROM OR RELATE IN ANY MANNER TO YOUR PARTICIPATION OR ANY OTHER ACT OR OMISSION BY US.

15.2. Monetary Limitation. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, AND OUR RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS OR SUPPLIERS, BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID US IN THE THIRTY (30) DAYS (NOT TO EXCEED $1,000) IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID US ANY AMOUNTS IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO STOP USING THE PLATFORM, SOCIAL CASINO AND/OR SWEEPSTAKES AND TO CLOSE YOUR CUSTOMER ACCOUNT.

15.3 Material Term. YOU RECOGNIZE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 15 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. Depending on where you reside and use the Platform, some of the limitations contained in Section 15 may not be permissible. In such case, they will not apply to you, solely to the extent so prohibited.

15.4 Negligence and Willful Misconduct. NOTHING IN THESE TERMS WILL OPERATE SO AS TO EXCLUDE ANY LIABILITY OF SKILLZ FOR DEATH OR PERSONAL PHYSICAL INJURY THAT IS DIRECTLY AND PROXIMATELY CAUSED BY SKILLZ’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

15.5 Survival of Obligations. SECTION 15 SURVIVES THE TERMINATION OF THESE TERMS FOR ANY REASON.

DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS

16.1 Arbitration. PLEASE READ THIS SECTION 16 CAREFULLY BECAUSE IT MAY REQUIRE YOU AND SKILLZ TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU AND SKILLZ CAN SEEK RELIEF FROM EACH OTHER. If you reside in or access the Platform at any time while located in the United States, this Section 16 (Dispute Resolution and Agreement to Arbitrate on an Individual Basis) shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms. By agreeing to these Terms, and to the extent permitted by applicable law, you and Skillz agree that any and all past, present and future disputes, claims or causes of action between you and Skillz arising out of or relating to these Terms, the Website, the Application, the Platform, the Social Casino, the Sweepstakes, your Account, the Software, the Rules, the formation of these Terms or any other dispute between you and Skillz or any of Skillz’s licensors, distributors, suppliers or agents, and whether arising prior to or after your agreement to this Section 16, (collectively, “Dispute(s)”) will be governed by the procedure outlined below. You and Skillz further agree that any arbitration pursuant to this Section 16 shall not proceed as a class, group or representative action. Notwithstanding the foregoing, the term “Dispute” or “Disputes” excludes any controversy related to the enforcement or validity of intellectual property rights, which shall not be subject to the arbitration provisions of this Section 16.

16.2 Informal Dispute Resolution. Skillz wants to address your concerns without the need for a formal legal Dispute. Before filing a claim against Skillz, you agree to try to resolve the Dispute informally by contacting Customer Support via this form or by addressing a written letter via U.S. Mail to 6625 Badura Ave, Las Vegas NV 89118. (Attn: Legal Department). Similarly, if you have provided an email address to us as part of your Account registration, Skillz agrees to do the same. If a Dispute is not resolved within 60 days after the email noting the Dispute is sent, you or Skillz may initiate an arbitration proceeding as described below.

16.3. We Both Agree to Arbitrate. By agreeing to these Terms, and to the extent permitted by applicable law, you and Skillz each and both agree to resolve any Disputes – including any Dispute concerning the enforceability, validity, scope or severability of this agreement to arbitrate – through final and binding arbitration as discussed herein.

16.4. Opt-out of Agreement to Arbitrate. You may decline this agreement to arbitrate by contacting arbitrationoptout@skillz.com within 30 days of first accepting these Terms and stating that you (include your first and last name, email address and postal address) decline this arbitration agreement. By opting out of the agreement to arbitrate, you will not be precluded from using the Platform, but you and Skillz will not be 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 Section 15 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 Platform, 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.

16.5 Arbitration Procedures and Fees. You and Skillz agree that JAMS (“JAMS”) will administer the arbitration under its Streamlined Rules in effect at the time arbitration is sought (“JAMS Rules”). Those rules are available at 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 Skillz further agree that, unless and only to the extent prohibited under JAMS Rules, the arbitration will be held in Wilmington, Delaware, or, at either your or our 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. Each party shall initially bear its own attorneys’ fees, costs and disbursements arising out of the arbitration; however, the arbitrator may award to a prevailing party reimbursement of their reasonable attorneys’ fees, costs, and disbursements (including, for example, expert witness fees and travel expenses) to the same extent a court applying the law governing the claim or Dispute could.

16.6 Proceedings Requiring Three Arbitrators. Notwithstanding any language to the contrary in Section 16.5, if a party either seeks a monetary award in excess of five hundred thousand dollars ($500,000) or seeks an equitable form of relief that would significantly impact other Skillz users, in each case as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators and take place pursuant to the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Comprehensive Rules”). Each party shall select one neutral arbitrator, with the third neutral arbitrator selected in accordance with the JAMS Comprehensive Rules. That third arbitrator shall serve as chair of the arbitral panel and must be a retired judge with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Sections 16.5 and 16.6 shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or through the JAMS selection process – participate in the arbitral panel. You and Skillz agree that any award issued by a three-arbitrator panel may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election.

16.7 Batch Arbitration. To increase efficiency of resolution, in the event 25 or more similar arbitration demands against Skillz, presented by or with the assistance of the same law firm or organization or group of law firms or organizations working in coordination, 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. All provisions of this Section 16.7 that are not in conflict with the JAMS Mass Rules, including the qualifications for the arbitrators, shall continue to apply.

16.8. Class Action and Collective Arbitration Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR SKILLZ 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 OR LITIGATION (EXCEPT SOLELY AS JUST STATED IN SECTION 16.7); 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 TO RECOVER 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THESE TERMS AND CONDITIONS, IN THE EVENT ALL OR ANY PORTION OF SECTIONS 16.6, 16.7 OR 16.8 OF THIS SECTION 16 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) ARE FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE IN A PARTICULAR DISPUTE, THEN THE PARTIES’ AGREEMENT TO ARBITRATE (BUT NOT THOSE PROVISIONS OF SECTION 16 APPLICABLE TO LITIGATION) MAY BE DEEMED VOID AND AS HAVING NO EFFECT FOR PURPOSES OF THAT DISPUTE, UPON EITHER PARTY’S ELECTION.

16.9 Exceptions to Agreement to Arbitrate for Temporary Relief. Notwithstanding the other provisions of this Section 16 (Dispute Resolution and Agreement to Arbitrate on an Individual Basis), either you or we may bring an action in a court as authorized by Section 16.8 for temporary injunctive relief until an arbitrator has been empaneled and can determine whether to continue, terminate or modify such relief.

16.10 Claims or Disputes Must Be Filed within Two Years. To the extent permitted by applicable law, any claim or Dispute under these Terms must be filed within two years from the date it accrues. If a claim or Dispute isn’t filed within two years, it is permanently barred.

16.11. Choice of Laws. For any dispute, including any petitions to compel arbitration, if you reside or use our Platform in the U.S., these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, U.S., without regard to conflict of law principles thereof. For all disputes not subject to arbitration, You hereby consent to the exclusive jurisdiction and venue of the state and federal courts in Wilmington, Delaware, U.S. and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to: (i) inconvenient forum or (ii) any other basis or any right to seek to transfer or change venue of any such action to another court.

MISCELLANEOUS

These Terms constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or other arrangements, understandings, negotiations and discussions, whether oral or written. These Terms cannot be modified by you and may only be modified by us as provided above. Our failure to require or enforce strict performance by you of any provision of these Terms or to exercise any right under them shall not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance. The provisions of these Terms are intended to be severable. If for any reason, in the course of legal proceedings concerning a Dispute between you and us, any provision of these Terms shall be held invalid or unenforceable in whole or in part, such provision shall be ineffective for purposes of that Dispute to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect. Section titles in these Terms are for reference only and have no legal effect. No right or remedy of ours shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys’ fees and expenses. We may assign these Terms, in whole or in part, at any time without notice to you. You may not assign these Terms or transfer any rights to use the Social Casino and/or Sweepstakes, Platform, or Software. You consent to our providing you notifications about the Social Casino and/or Sweepstakes or information the law requires us to provide via email to the address that you specified when you created your Account. Notices emailed to you will be deemed given and received when the email is sent. If you do not consent to receive notices electronically, you must close your Account. These Terms are solely for your and our benefit, and not for the benefit of any other person, except for our successors and assigns. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please send any questions or comments (including all inquiries unrelated to copyright infringement) to: Skillz Social Casino Support, 6625 Badura Avenue, Las Vegas NV 89118. Please print these Terms for your records.

Table of Content

User FAQ
User Terms and Conditions of Service
Developer Terms and Conditions of Service
Affiliate Program Terms of Service
User Terms and Conditions of Service for the Social Casino and Sweepstakes Platform
Privacy Policy