Last Updated: February 9th, 2021
TALLYUP IS A FREE TO PLAY GAME WHERE YOU MAY BE ABLE TO WIN A PRIZE SUBJECT TO ELIGIBILITY REQUIREMENTS. USE OF THIS SERVICE IS PROHIBITED IF IT IS ILLEGAL IN YOUR STATE OF RESIDENCY OR WHERE YOU PLAY. YOU MUST MEET ALL ELIGIBILITY REQUIREMENTS TO BE ELIGIBLE FOR A PRIZE.
THERE IS NO COST TO YOU TO PLAY THE GAME. WE GIVE YOU THE OPPORTUNITY TO REVIEW CONTENT AND PROVIDE YOU WITH PLAY MONEY AT NO CHARGE. WE RESERVE THE RIGHT TO DETERMINE THE AMOUNT OF AND FREQUENCY AT WHICH WE MAKE PLAY MONEY AVAILABLE AND ALL PARAMETERS OF GAME PLAY, INCLUDING MATCHING PLAYERS WITH PLAYERS AND/OR BOTS. THE PLAY MONEY AND YOUR ACCOUNT HAS NO REAL VALUE. IF YOU ACHIEVE A CERTAIN AMOUNT OF PLAY MONEY AND MEET ALL ELIGIBILITY REQUIREMENTS YOU MAY BE ELIGIBLE FOR A CASH PRIZE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED HEREIN AND THE GAME RULES. WE MAY VERIFY THAT YOU MEET ALL OF THE ELIGIBILITY REQUIREMENTS BEFORE YOU ARE AWARDED ANY PRIZE. YOU MUST COOPERATE WITH US AND PROVIDE ANY INFORMATION THAT IS REQUIRED FOR US TO CONFIRM YOUR ELIGIBILITY. IF WE DETERMINE THAT YOU DID NOT ADHERE TO THE GAME RULES AND/OR DID NOT MEET THE ELIGIBILITY REQUIREMENTS, YOU SHALL NOT BE ENTITLED TO ANY PRIZE AND YOU SHALL FORFEIT ANY PLAY MONEY IN YOUR 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 SERVICE MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN SECTION 14 BELOW. PLEASE READ SECTION 14CAREFULLY. To the maximum extent permitted under applicable law, you and we are giving up the right to litigate all disputes in court before a judge or jury and you are waiving any right to participate in any class action as a party or class member.
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 www.tallyup.com (“Website”) of any material changes, and you can see when these Terms were last revised by referring to the “Updated” legend above. Your continued use of the service and/or participation in Games means you accept any new or modified Terms. If you do not wish to agree to any new or modified terms, you must discontinue use of our service.
1.3 Account Eligibility. To be eligible to register an Account, to participate in any Games or use our service, you must be a natural person who resides in the United States and be at least 18 years old or the age of majority in your state of residence. You must be physically present in the United States when you access our service and located within a U.S. state in which participation in the Games you select is legal and unrestricted by that state’s laws. As a part of this service, we may collect location information from your device to verify your location. If you do not want us to collect your location information, you cannot use the service. Anyone not meeting all of these requirements may not create an account, use the service or participate in any Games. You are solely responsible for your compliance with all Applicable Laws. Access to Games and the award of prizes may not be legal in certain jurisdictions. Use of the service and participation in games are void where prohibited. Your participation in Games 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.
WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LAWFULNESS OF YOUR PARTICIPATING IN ANY GAMES OR USE OF SERVICE, NOR SHALL ANY PERSON AFFILIATED, OR CLAIMING AFFILIATION, WITH US HAVE AUTHORITY TO MAKE ANY SUCH REPRESENTATIONS OR WARRANTIES.
1.4. Account. When you create an Account, you will be asked for a valid mobile number and will need to verify that you control that number. You may only create and use one Account. You are responsible for all activity with your Account. You, as the holder of your Account, 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 access your Account. Neither your Account nor any portion thereof are transferable to any other person or account. You must immediately notify us of any unauthorized use of your Account. 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. Without limiting our other rights or remedies, if we suspend and/or close your account you will lost access to your Account and forfeit any value accrued. The play money in your Account has no cash value. Only the person that created the Account be awarded a prize through that Account. Any attempt by anyone else to do so shall be void. By creating an account you give permission for TallyUp to use your name, username, likeness, play history, balance information, prize amount won, charitable contribution information, or any other relevant or applicable profile information for purposes of advertising and trade without compensation, unless prohibited by law.
2.1. Our Service. We may, with or without notice to you: (1) modify, suspend or terminate the service or any Game, the award of prizes and/or your access to the service for Game for any reason without liability; and (2) interrupt the operation of the service as necessary to perform maintenance, error correction, other work or for any other business reason.
2.2. Third Party Sites. You may be able to access third-party websites or service via the service. We are not responsible for third-party websites, service, or content available through those third-party service. You are solely responsible for your dealings with third-parties. Your use of third-party software, websites or service may be subject to that third-party’s terms and conditions.
3. 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 Games for which you register; and (2) you will comply with these Terms when participating in Games or using the service; and (3) all information you supply to us is complete, accurate and current. 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 void your eligibility for any prize.
4. 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 and the service 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.
5.4. Children. The service will not knowingly accept personal information from anyone or permit participation in Games by anyone under 18 years old or age of majority in your state of residence. If you believe that a minor has gained access to the service, please contact us at email@example.com.
6. ACCEPTABLE USE POLICY
You are personally responsible for your use of the service and while using the service 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 harm other users , as determined by us in our sole discretion. You may not make any commercial use of any of the information provided on the service nor make any use of the service for the benefit of a business.
7. Cheating, Fraud, and Abuse
7.1 No Improper Activity. In accessing the service or participating in Games, you represent and warrant to us that you will not engage in any activity that interrupts or attempts to interrupt the operation of the service or improperly impact the outcome of any Games. Anyone who engages in, participates in, or displays behavior that may be interpreted, in our sole discretion, as unfair methods in participating in the service, including but not limited to, the opening and/or use of multiple accounts, 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, harassment of other participants, posting objectionable material, breach of these Terms, breach of security of your Account or, 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 in our sole discretion), which may include, without limitation: (1) immediate termination of your Account and blocking of your access to the service; (2) any play money that you have in your Account shall be void and forfeited; (3) eligibility for any prize shall be forfeited; and (4) any prize(s) received by you shall be subject to disgorgement and/or recoupment. In addition to the foregoing, we reserve the right to disclose or report any money laundering or other illegal activity to law enforcement and regulatory authorities. Without limiting our other available remedies, as an express exception to the waiver of the parties to litigate, we 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 fees and expenses (including reasonable attorneys’ fees) in connection with such efforts.
7.2. Hacking, Tampering, or Unauthorized Access. Any attempt to gain unauthorized access to our systems or any other user’s account, interfere with procedures or performance of the service or deliberately damage or undermine the service 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 service or your Account.
7.3. Restrictions. Any use, reproduction or redistribution of the service, 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 service obtained from us; (b) providing unauthorized means through which others may use the service such as through server emulators; (c) taking actions that impose an unreasonable or disproportionately large load on our or our suppliers’ network infrastructure, or that could damage, disable, overburden, or impair our service; (d) interfering with any other party’s use and enjoyment of the service (including cheating) or the Website; and/or (e) attempting to gain unauthorized access to third party accounts or the service.
Valid Account holders who properly acquire a certain amount of play money in their Account may be eligible for a prize solely in accordance with the these Terms, the Game rules, (which may set a minimum amount of play money that must be acquired before being eligible for a prize), and Eligibility Requirements and other terms that may be published via the Website. You must request a prize in accordance with the Game Rules in effect at the time of request. The Terms, Game Rules and Eligibility Requirements may vary over time and those in effect at the time you request a prize will apply. We 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. We may require that you provide us with proof that you are, and/or were at the time of your participation in the subject Games, eligible to participate and that your participation was in accordance with these Terms including the Game Rules. If you do not provide us with such proof to our reasonable satisfaction, then you may not receive the Prize. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may also reduce payment to you without notice to adjust for any previous overpayment. We 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 or as otherwise may be required by law. Depending on the state in which you reside, we may also send you additional federal or state tax forms. Without limiting the foregoing, we may withhold 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 service 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; andA 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.TallyUp’s Designated Agent is: Jason White, firstname.lastname@example.org, 360 E 2nd St #800, Los Angeles, CA 90012
10. PROPRIETARY RIGHTS
10.1. Content License. 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, whether directly or through the service (“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 as non-confidential and non-proprietary. Subject to these Terms, we 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 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 service 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 may permanently delete your Content from our servers and we have no obligation to return Content to you.
10.2. Ownership. All content of the service and all TallyUp logos, symbols, expansion names and symbols, play level symbols, trade dress or “look and feel”, and 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.
11. 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 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 service and your Account. Immediately upon termination of your Account, all license and rights granted to you under these Terms automatically terminate and you shall automatically forfeit any play money in your account. 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 1,3,4, 7, 8, and 10-15).
We strive to keep the service up and running; however, all online services suffer occasional disruptions and outages, we are not responsible or liable for any disruption or loss you may suffer as a result.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICE, INFORMATION AND DATA PROVIDED OR MADE AVAILABLE BY US 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 SERVICE OR YOUR ACCOUNT, 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 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, WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOSS OF GOODWILL), OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, 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 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. $100.00. THE EXISTENCE OF ONE OR MORE CLAIMS BY YOU WILL NOT INCREASE OUR LIABILITY.
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 or any other dispute expressly excepted by these Terms. The term “Dispute” means any dispute, action, or other controversy between you and us concerning these Terms, the service or any 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 Exponential Corp, 360 E 2nd St #800, Los Angeles, CA 90012. 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 Los Angeles, 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. 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 Los Angeles, California. 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. 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.
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 service or your Account. You consent to our providing you notifications about the service 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.