Last Updated Date: August 11, 2026
Version 1.2
IMPORTANT NOTICE: These Terms of Use have been updated as of August 11, 2026, and shall supersede and replace all prior Terms of Use.
These Terms of Use (the “Terms”), including the Arbitration Agreement (see Section 17), form a binding agreementbetween You (“You,” “Your,” or “User,”) and Taild Sports Inc. d/b/a Chalkboard (“Chalkboard” or the “Company”). These Terms govern Your access to and use of Chalkboard’s websites and any related applications (the “Platform”),Your creation and use of Your Chalkboard user account (“Account”), and Chalkboard games and related features offered under these Terms, including Fantasy Contests and Social Sports Picks (collectively, the “Services”). These Terms do not govern Chalkboard Pulls, which is governed by the Chalkboard Pulls Terms of Use unless expressly stated otherwise in these Terms.
IMPORTANT NOTICES
THE PLATFORM OFFERS CERTAIN GAMES (“SOCIAL SPORTS PICKS”) THAT DO NOT PERMIT “REAL MONEY GAMBLING.” NO ACTUAL MONEY IS REQUIRED TO PLAY SOCIAL SPORTS PICKS, AND SOCIAL SPORTS PICKS IS INTENDED FOR ENTERTAINMENT PURPOSES ONLY.
THESE TERMS OF USE INCLUDE AN ARBITRATION AND CLASS ACTION WAIVER AGREEMENT WHICH REQUIRES THAT ANY PAST, PENDING, OR FUTURE DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND FOR YOUR OWN LOSSES ONLY. YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, MASS ARBITRATION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY, UNLESS OTHERWISE PERMITTED BY THESE TERMS.
OPT-OUT. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION ON A RETROACTIVE BASIS AND AS TO ANY FUTURE CLAIMS, AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION WITH US IN CONNECTION WITH YOUR USE OF OUR SERVICES, YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS OF ENTERING THIS AGREEMENT BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE “BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER” – SEE SECTION 17 OF THESE TERMS, BELOW. OPT‑OUT REQUESTS SENT AFTER THE THIRTY (30) DAY PERIOD SHALL BE NULL AND VOID. EVEN IF YOU OPT OUT OF THE ARBITRATION AGREEMENT IN SECTION 17, ALL OTHER REMAINING SECTIONS OF THESE TERMS APPLY.
PLEASE READ THE FOLLOWING TERMS OF USE, THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SEE SECTION 17 BELOW), AND THE CHALKBOARD PRIVACY POLICY CAREFULLY BEFORE USING THE SERVICES OFFERED IN CONNECTION WITH ANY CHALKBOARD SERVICES OR THE PLATFORM. YOU AGREE THAT YOUR CONTINUED USE OR ACCESS OF THE PLATFORM OR SERVICES SHALL BE SUBJECT TO THESE TERMS OF USE, WHICH FURTHER INCORPORATE AND INCLUDE THE PRIVACY POLICY, THE RESPONSIBLE PLAY POLICY, ANY GAME OR PROMOTIONAL RULES, INCLUDING THE CHALKBOARD SHOWDOWNS OFFICIAL RULES AND SOCIAL SPORTS PICKS RULES, AND ANY OTHER POLICIES THAT EXPRESSLY INCORPORATE THESE TERMS (COLLECTIVELY, “INCORPORATED POLICIES”).
IT IS AN EXPRESS CONDITION OF THIS AGREEMENT THAT ANY CLAIMS YOU MAY HAVE AGAINST CHALKBOARD ARISING FROM ANY PAST, PRESENT OR FUTURE USE OF TRACKING SOFTWARE, INCLUDING BUT NOT LIMITED TO USE OF A META PIXEL, “COOKIES,” “GET REQUESTS” OR JAVASCRIPT IN HTML CODE OF CHALKBOARD’S WEBSITE THAT INTERCEPTS, TRACKS, STORES, AND ANALYZES YOUR INTERACTIONS WITH CHALKBOARD’S WEBSITE FOR PURPOSES OF OBTAINING DATA OR TARGETED ADVERTISEMENT ARE HEREBY FULLY WAIVED, RELEASED AND COMPROMISED. CHALKBOARD SHALL HAVE NO LIABILITY TO YOU FOR ANY PAST, PRESENT OR FUTURE CLAIMS ARISING OUT OF OR RELATED TO THE USE OF TRACKING TECHNOLOGY.
Acceptance of Terms. You represent and warrant that You have the right, authority, and capacity to accept these Terms and to abide by them, that You are of legal age, and that You have fully read and understood the Terms. You must read these Terms carefully in their entirety before checking the box for acceptance. By using, or otherwise accessing the Services, or clicking to accept or agree where that option is made available, You confirm that You have read and agree to these Terms. If You do not agree to these Terms, then You may not access or use the Platform or the Services. All of Youractivity on the Platform and all of Your transactions with Chalkboard in connection with the Services, including events which occurred before Your acceptance of these Terms, shall be subject to these Terms.
The Services are not sponsored, endorsed, or administered by, or associated with Apple®, Facebook® or Google®. You understand that You are providing Your information to Chalkboard only and not to Apple®, Facebook® or Google®.
Relationship to Other Chalkboard Terms. These Terms govern the Platform, Your Account, and the Games, including Fantasy Contests and Social Sports Picks. Chalkboard may offer other products and services that are governed by separate terms, rules, or policies, including Chalkboard Pulls. Those separate terms do not govern the Services except to the extent these Terms expressly state otherwise, and these Terms do not govern those separate products or services except to the extent their applicable terms expressly state otherwise.
1. Definitions
The following capitalized terms have the meanings given below wherever they appear in these Terms. Other capitalized terms are defined where they first appear.
1.1 “Deposit” means funds added to Your Account for use in connection with Fantasy Contests.
1.2 “Fantasy Contest” means a fantasy sports contest offered through the Platform in which eligible Users may submit entries in accordance with these Terms and the applicable Chalkboard Showdowns Official Rules.
1.3 “Games” means Fantasy Contests and Social Sports Picks, either together or individually.
1.4 “Payment Agent” means a third-party payment processor or payment agent used by Chalkboard in connection with the Services.
1.5 “Payment Mechanism” means a valid payment method accepted by the Platform or a Payment Agent that lawfully belongs to You.
1.6 “Prize Winnings” means cash or other monetary amounts awarded to You as a result of Your participation in a Fantasy Contest, excluding promotional credits and any other non-withdrawable or non-cash balance unless expressly stated otherwise.
1.7 “Registration Data” means the information You provide to Chalkboard to create, maintain, or verify Your Account, including Your name, contact information, date of birth, payment information, and any other information collected in connection with Account registration or verification.
1.8 “Social Sports Picks” means the free-to-play sports prediction service offered through the Platform using Virtual Coins, as further described in these Terms and in the applicable Social Sports Picks Rules.
1.9 “Virtual Coins” means the virtual coin tokens on the Platform made available for licensed use in connection with Social Sports Picks.
1.10 “Wallet” means the displayed area of Your Account that reflects the balances associated with the Services available to Your Account. The composition of Your Wallet depends on which Services You use and are eligible to access. Your Account will display only the Wallet balances applicable to the Services available to You.
2. Changes to These Terms and Incorporated Policies
2.1 From time to time, Chalkboard may modify or amend these Terms. If Chalkboard does so, any such modifications or changes will be reflected in these Terms or the Incorporated Policies, as applicable, on the Platform. Chalkboard may also, but is not required to, notify You by email regarding any material changes to these Terms or the Incorporated Policies. Whether or not You receive or review such notice, You agree that You will be bound by any such changes and that it is Your responsibility to review these Terms, including the Incorporated Policies, as posted on the Platform prior to accessing the Platform or using the Services. Your further use of the Services after any changes are posted constitutes Your acceptance of the Terms as modified.
2.2 Chalkboard may also modify or amend the Incorporated Policies from time to time. Any such modifications or changes will be reflected in the Incorporated Policies as posted on the Platform. You are responsible for reviewing the Incorporated Policies as posted on the Platform prior to accessing the Platform or using the Services. Your further use of the Services after any changes are posted constitutes Your acceptance of the Incorporated Policies as modified.
2.3 If You have any questions about these Terms or the Incorporated Policies, please contact customer support as provided in these Terms.
2.4 In the event of any conflict between these Terms and the Incorporated Policies, these Terms will control.
3. General Eligibility and Prohibited Conduct
Your eligibility for continued use of the Services is contingent on Your ongoing compliance with these Terms, and in particular:
3.1 You are over eighteen (18) years of age, or the minimum legal age of majority, whichever is higher, in the jurisdiction in which You are located at the time of accessing or using the Services, and You are, under the laws of the jurisdiction(s) applicable to You, legally allowed to participate in the Games and access the Services.
3.2 You understand and accept that Chalkboard is unable to provide You with any legal advice or assurances and that it is Your sole responsibility to ensure that at all times You comply with the laws applicable to You and that You have the complete legal right to access and use the Services.
3.3 You will monitor Your Account and ensure that no individual under eighteen (18) years of age, or the minimum legal age of majority, whichever is higher in the applicable jurisdiction, accesses or uses the Services through Your Account. You are responsible for all activity conducted through Your Account, including any unauthorized use by a minor and any use of Your Payment Mechanism, or any form of payment, through Your Account.
3.4 Chalkboard offers different Games in different jurisdictions based upon applicable laws and regulations, and availability may change from time to time. Eligibility for Fantasy Contests and Social Sports Picks is generally posted on the Platform or Chalkboard’s applicable help pages.
3.5 You will participate in the Games solely in Your personal capacity and for recreational and entertainment purposes.
3.6 You represent and warrant that all information You provide to Chalkboard is complete, current, and accurate. Knowingly providing incomplete, inaccurate, or false information may result in immediate restriction, suspension, or termination of Your Account or access to the Services, to the extent legally permissible.
3.7 Prohibited Conduct. You will not be involved in any fraudulent, improper, or other unlawful activity in relation to Your use of the Platform or involvement in any of the Games. Chalkboard reserves the right to invalidate any participation in the event of such behavior. Such prohibited conduct includes, without limitation, the following:
3.7.1 abuse, harass, impersonate, intimidate or threaten other Chalkboard users;
3.7.2 post, transmit, upload, or otherwise make available any content that is infringing, libelous, defamatory, abusive, offensive, obscene, pornographic, unlawful, or that otherwise violates the rights of any third party;
3.7.3 use the Platform or Services for any unauthorized purpose or unlawful purpose, including in violation of applicable intellectual property laws;
3.7.4 post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, Account, or private information from any Chalkboard user;
3.7.5 send unsolicited commercial or bulk communications to any other user;
3.7.6 infringe upon the intellectual property rights of Chalkboard, its users, or any third party;
3.7.7 submit comments or content linking to affiliate programs, multi-level marketing schemes, sites repurposing existing stories, or off-topic content;
3.7.8 post, email, transmit, upload, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed or functioning to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment (including without limitation any time bomb, virus, software lock, worm, self-destruction, drop-device, malicious logic, Trojan horse, trap door, "disabling," "lock out," or "metering" device or any malicious code);
3.7.9 scrape, access, monitor, index, frame, link, or copy any content or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or using any method of access other than manually accessing the publicly-available portions of the Services through a browser or accessing the Services through any approved mobile application, application programming interface, or client application;
3.7.10 violate the restrictions in any robot exclusion headers of the Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services;
3.7.11 post material that advocates illegal activity or discusses illegal activities with the intent to commit them (in either case as determined by Chalkboard in its sole discretion);
3.7.12 falsely state or otherwise misrepresent Your affiliation with a person or entity, or impersonate any person or entity in a manner that does not constitute parody;
3.7.13 through misrepresentation or otherwise, solicit personal or sensitive information from other users such as address, credit card or financial Account information, passwords or other registration data;
3.7.14 violate the law or encourage conduct that would constitute a criminal offense or give rise to civil liability;
3.7.15 use artificial means, including creating multiple user Accounts, to inflate Your position and standing with the Chalkboard leader boards and community;
3.7.16 use any unauthorized scripts; all authorized scripts will be made available through the Platform;
3.7.17 advertise to, or solicit, any user to buy or sell any products or Services, or use any information obtained from the Services in order to contact, advertise to, solicit, or sell to users without their prior explicit consent;
3.7.18 sell, transfer, or trade Your Registration Data without written permission from Chalkboard;
3.7.19 use or access a version of the Services or Registration Data that has been transferred, sold or traded from another user without written permission from Chalkboard, except as permitted by these Terms;
3.7.20 attempt to influence the play in any sporting event from which athletes are available for selection in Chalkboard’sFantasy Contests or Social Sports Picks in which You are involved or in which You have a direct or indirect interest;
3.7.21 enter into a Fantasy Contest or participate in Social Sports Picks by any means, including use of multiple Accounts, for which You are ineligible (e.g., beginner Fantasy Contests when You are not a beginner);
3.7.22 use the Platform in a way that violates or facilitates violations of these Terms, any other agreement, or any guidelines or policies posted by Chalkboard;
3.7.23 falsify personal information, including payment information, required to use the Services or claim a prize;
3.7.24 collude with any other individuals to obtain any advantage or gain in connection with the Services;
3.7.25 violate the terms of any eligible payment method terms;
3.7.26 use a single Account to participate in a Fantasy Contest or Social Sports Picks on behalf of multiple entrants or otherwise collaborate with others to participate in a
Fantasy Contest or Social Sports Picks;
3.7.27 tamper with the administration of the Services or try in any way to tamper with the computer programs associated with the Services;
3.7.28 use a VPN, IP proxy, or other method to disguise or misrepresent Your location or the place of residence in order to circumvent geographical or eligibility restrictions on the Services;
3.7.29 initiate a chargeback in bad faith or in violation of these Terms, or engage in any conduct designed to obtain any benefit to which You are not entitled;
3.7.30 obtain other users’ information and send unsolicited communications to other users;
3.7.31 engage in promotions abuse of any kind, including abuse of any offers or promotions;
3.7.32 abuse the Platform in any way; or
3.7.33 otherwise violate these Terms.
3.8 If Chalkboard reasonably determines that You have engaged in prohibited conduct or otherwise abused the Platform, Services, any Game, or any promotion, Chalkboard may, in its sole discretion and to the extent permitted by applicable law, invalidate or disqualify Your participation in a Game; void, decline or reverse transactions, entries, credits, Virtual Coins, promotional benefits, or Prize Winnings obtained in connection with the prohibited conduct; recover amounts owed to Chalkboard; restrict withdrawals; suspend, limit, or terminate Your Account or access to any Services; impose a permanent ban from the Platform; and pursue any other remedies available under these Terms or applicable law.
3.9 To report Terms violations, please contact customer support via the Contact Us form.
4. Your Account
4.1 Account Creation; General Information.
4.1.1 You must create an Account in order to access or use the Services.
4.1.2 Only one Account is permitted per person. In the event You open or try to open more than one Account, all Accounts You have opened or try to open may then be terminated or suspended, and any funds, Prize Winnings, Virtual Coins, or credit balances may be voided.
4.1.3 If You lose access to Your Account, You must not register a new Account. Rather, You must contact customer support via the Contact Us form to have Your Account status updated.
4.1.4 You are required to keep Your personal details up to date. If You change Your address, email, phone number or any other contact details or personal information, please contact customer support. The name that You provide to Chalkboardat registration must match any identification You provide for Your Account verification.
4.1.5 During the registration process, You will be required to select a password unless: (i) You login to Your Account using the Facebook® login facility in which case Your Facebook® password will apply; or (ii) You login to Your Account using the Google® login facility in which case Your Google® password will apply.
4.1.6 You confirm that You will not share Your Account or password with any other person or let anyone else access or use Your Account without Chalkboard’s written permission. You will not access or use an Account which has been rented, leased, sold, traded, or otherwise transferred from the Account creator without Chalkboard’s written permission.
4.1.7 If You become aware, or have reasons to suspect, that the security of Your Account may have been compromised, including loss, theft or unauthorized disclosure of Your password and Account details, You must notify Chalkboardimmediately.
4.1.8 You are responsible for maintaining the confidentiality of Your Account and accept responsibility for all activity conducted through Your Account, including transactions, purchases, Deposits, and Fantasy Contest entries, whether or not authorized by You, except to the extent otherwise required by applicable law.
4.1.9 Chalkboard reserves the right to close Your Account if it becomes Inactive or is deemed an Abandoned Account, as defined herein and consistent with these Terms.
4.1.10 If You wish to close Your Account, You may do so at any time by contacting customer support. Closing Your Account will forfeit all continued access to and right to use, enjoy or benefit from any Virtual Coins associated with Your Account.
4.1.11 Chalkboard reserves the right to refuse to open or the right to close an Account at Chalkboard’s sole discretion.
4.1.12 Account registrations may be limited to one Account registration per person or per IP address at Chalkboard’s sole discretion.
4.1.13 Chalkboard reserves the right, in its sole discretion, to deactivate or suspend Your Account (notwithstanding any other provision contained in these Terms) where Chalkboard has reason to believe that You have played or are likely to play in tandem with other player(s) as part of a club, syndicate, group, etc., or played the Games in a coordinated manner with other player(s) involving the same (or materially the same) actions, decisions, or selections.
4.2 Account Password and Security
4.2.1 You may not use a username that promotes a commercial venture or a username that Chalkboard in its sole discretion deems offensive. Many portions of the Services require registration for access. You are responsible for maintaining the confidentiality of Your username, password, and other Account credentials. You must use only Your own credentials, must not share them with another person, and must promptly notify Chalkboard of any unauthorized Account access or other security breach. Chalkboard recommends that You use a strong, unique password. Chalkboard is not responsible for loss resulting from Your failure to comply with this
Section.
4.2.2 Chalkboard’s collection, use, disclosure, retention, and protection of Personal Information in connection with the Services is governed by the Privacy Policy. This may include information relating to Your Account, identity and eligibility verification, location, purchases and payments, customer support, fraud prevention, and legal compliance.
4.2.3 You acknowledge and agree that Chalkboard is authorized to act on instructions received through the use of Your username and password, and that Chalkboard may, but is not obligated to, deny access or block any transaction made through use of Your username and password without prior notice if Chalkboard believes Your username and password are being used by someone other than You, or for any other reason.
4.2.4 Chalkboard may require You to change Your password or username or may change Your username where reasonably necessary. Chalkboard recommends that You use a strong, unique password and change it periodically.
4.3 Verification
4.3.1 By creating a Chalkboard Account, You agree to provide Chalkboard with a valid mailing address, date of birth, and Social Security number as well as any other information Chalkboard may require in order to run appropriate identity checks and comply with applicable rules and regulations. If necessary, You may be required to provide appropriate documentation that allows Chalkboard to verify You.
4.3.2 Your access to and use of the Services, including Your participation in Fantasy Contests and Social Sports Picks, and Your ability to create or maintain an Account, is at all times subject to Chalkboard’s policies and procedures for age, location, and identity verification, including any methods employed by Chalkboard or its third-party service providers.You may not be able to access the Services until verification of Your Account or identity is complete. While YourAccount is pending verification, Chalkboard reserves the right in its sole discretion to prohibit You from taking actions on the Platform or participating in any Games until verification is complete. If Chalkboard is unable to verify Your Account or identity at any point, Chalkboard reserves the right in its sole discretion to terminate or suspend Your Account and restrict access to Games or other Account functionality until such time as Chalkboard has been able to successfully verify You.
4.3.3 You acknowledge that Chalkboard, or a third party acting on Chalkboard’s behalf, is entitled to conduct any verification checks (including, but not limited to, age, identity, source-of-funds, fraud, sanctions, and paymentverifications) that Chalkboard may reasonably require or that are required of Chalkboard under applicable laws and regulations or by relevant regulatory authorities. You agree to comply with all verification checks in a timely manner.
4.3.4 You agree that Chalkboard may restrict Your opening or use of an Account pending completion of any verification checks to Chalkboard’s satisfaction.
4.3.5 The documents required may include, but are not limited to, photo identification, such as a government-issued passport or driver’s license; a utility bill that matches the address registered on Your Account; and source of wealth or source of funds documentation such as a pay stub or bank statement.
4.3.6 In the event that any verification check cannot be completed for any reason, including Your failure to provide any requested documentation, then Chalkboard may, in its sole discretion, terminate, deactivate, or otherwise restrict Your Account.
4.3.7 You acknowledge and agree that Chalkboard may use third party service providers to run external identification, location verification and other verification checks based on the information provided by You from time to time. You must enable and allow “Location Services” on Your device or PC in order to operate the Services or access Your Account.
4.3.8 You represent and warrant that You are not: (a) named on any list of prohibited or restricted parties maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") or any other applicable sanctions authority; (b) located in, ordinarily resident in, or accessing the Services from a country or region subject to comprehensive U.S. sanctions; or (c) otherwise prohibited by applicable law from receiving funds, goods, or services from Chalkboard. Chalkboard may screen Your Account and transactions against applicable sanctions and watch lists and may decline, suspend, or terminate Your access to the Services or any features of the Platform to the extent Chalkboard reasonably believes such action is required by applicable law.
4.4 Termination and Suspension
4.4.1 You agree that Chalkboard shall not be liable to You or any third party for any modification, suspension or discontinuance of the Services or associated services.
4.4.2 Chalkboard does not guarantee that any of Chalkboard’s Services will be available at all times or at any given time or that Chalkboard will continue to offer all or any of Chalkboard’s Services for any particular length of time. Chalkboardmay change and update its Services without notice to You. Chalkboard makes no warranty or representation regarding the availability of its Services and reserves the right to modify or discontinue the Services in its sole discretion without notice, including for example, ceasing a contest or other Services for technical reasons (such as technical difficulties experienced by Chalkboard or on the internet) or to allow Chalkboard to improve user experience. NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOU ACKNOWLEDGE AND AGREE THAT ANY OR ALL OF CHALKBOARD’S SERVICES MAY BE TERMINATED IN WHOLE OR IN PART AT CHALKBOARD’S SOLE DISCRETION WITHOUT NOTICE TO YOU. YOU ASSUME ANY AND ALL RISK OF LOSS ASSOCIATED WITH THE TERMINATION OF CHALKBOARD’S SERVICES.
4.4.3 Upon termination of Your Account, Your right to use the Services will immediately cease.
4.4.4 If You wish to terminate Your Account, You may contact Chalkboard at [email protected] with a note to say You wish to terminate Your Account.
4.4.5 If Your Account is subject to a suspension, You must respect the restrictions and limitations imposed on YourAccount as part of the suspension, and You should communicate with Chalkboard regarding restoration of Your Account via the Contact Us form.
4.5 Account Activity
4.5.1 Your Account, transaction and Games activity can be viewed in the Wallet section of Your Account. Account activity and winnings may be disclosed to any applicable state or federal entities. Chalkboard reserves the right in its sole discretion to limit the time period covered by, or access to, the Account history information to the minimum time period permissible under applicable law or regulation.
4.6 Inactive Accounts; Abandoned Accounts; Unclaimed Property.
4.6.1 If Your Account has had no login, transactions, or participation in a Fantasy Contest or Social Sports Picks (“Account Activities”) for eighteen (18) consecutive months, or such longer period as required under applicable state law, Chalkboard may, in its sole discretion, deem Your Account “Inactive.”
4.6.2 If Your Account is deemed Inactive, and unless prohibited by applicable law, Chalkboard will charge a fee of $4.00 per month (the “Inactivity Fee”) to Your Account until the earlier of (a) Your Account is reactivated by one of the Account Activities; or (b) Your Account has a $0.00 balance. The Inactivity Fee will never reduce Your Account balance below $0.00. Chalkboard will provide You with at least thirty (30) days’ notice, using the contact information associated with Your Account, before the first Inactivity Fee deduction. You are responsible for keeping Your contact information current; Chalkboard is not responsible for a failure of notice resulting from outdated or inaccurate contact information You have provided. Chalkboard reserves the right to terminate an Inactive Account that has a $0.00 balance.
4.6.3 If Chalkboard has had no sufficient contact with You after deeming Your Account Inactive, and Your Account remains Inactive for the period specified by applicable state law, Your Account may be presumed to be legally abandoned (an “Abandoned Account”). Chalkboard will make reasonable efforts to notify You before treating Your Account as an Abandoned Account, using the contact information associated with Your Account. Where required by applicable state law, Chalkboard will remit the property in an Abandoned Account to the appropriate state agency as unclaimed, and may deduct fees associated with that remittance to the extent permitted by applicable law. Once unclaimed property has been remitted to a state agency, Chalkboard will have no further liability to You for such property; if You choose to reclaim such property, You must do so in accordance with the applicable state’s unclaimed property procedures. If no applicable law requires remittance of a remaining balance to a state agency, that balance will continue to be reduced by the Inactivity Fee until it reaches $0.00. Chalkboard reserves the right to terminate any Abandoned Account once its balance has been remitted or otherwise resolved under this Section.
5. Fantasy Contests
5.1 Exclusive Sponsor
5.1.1 Except as explicitly stated in connection with a particular Fantasy Contest, Chalkboard is the exclusive sponsor of all Fantasy Contests offered through the Services.
5.2 Eligibility for Fantasy Contests
5.2.1 Chalkboard’s Fantasy Contests and those portions of the Services used to register for or compete in Fantasy Contests are open only to eligible users.
5.2.2 You consent to the monitoring and recording by Chalkboard, or a third-party provider acting on behalf of Chalkboard, of any Fantasy Contest entry communication and geographic location information.
5.2.3 If You plan to access or participate in Fantasy Contests, You hereby represent and warrant that You are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms.
5.2.4 By entering a Fantasy Contest, You are further representing and warranting that all of the following are true:
(a) You are 18 years of age (or the minimum age in Your state of residence, which may also be 19 or 21) or older;
(b) You are a citizen or resident of the United States of America or Canada and that You have an address in the United States of America or Canada;
(c) At the time of the Fantasy Contest entry, You are physically located in the United States of America or Canada in a jurisdiction in which participation in the Fantasy Contest is not prohibited by applicable law;
(d) You are not listed on any U.S. or Canadian Government list of prohibited or restricted parties;
(e) You are not physically located at the time of entry in a Fantasy Contest within any jurisdiction where Chalkboard is not available;
(f) You are not subject to backup withholding tax because: (i) You are exempt from backup withholding, (ii) You have not been notified by the Internal Revenue Service (IRS) that You are subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified You that You are no longer subject to backup withholding;
(g) You are not prohibited from participating in a Fantasy Contest pursuant to applicable law, regulation, court order, self-exclusion requirement, league or association rule, or other applicable restriction;
(h) You are not an employee or officer of Chalkboard or a relative of a Chalkboard employee with whom You share a household;
(i) You are not a contractor of Chalkboard that is located within the State of Tennessee and is attempting to play on Chalkboard’s platform within the State of Tennessee. For purposes of this provision, a contractor means a person that works pursuant to an independent contract with Chalkboard and has access to nonpublic portions of Chalkboard’s office, Chalkboard’s nonpublic computer network, or Chalkboard’s proprietary information that may affect how the fantasy sports contest is played (“TN Contractor”).
(j) You are not a spouse, child, or parent of a Chalkboard employee or TN Contractor that resides within the State of Tennessee and is attempting to play on Chalkboard’s platform within the State of Tennessee;
(k) You are not an employee or operator of another daily fantasy sports contest platform, including platforms charging entry fees or offering prizes, or a spouse, domestic partner, parent, child, sibling, or other household member of any such person;
(l) You do not, by virtue of employment, affiliation, engagement, or otherwise, have access to pre-release, confidential, proprietary, or other non-public information concerning a Fantasy Contest, the athletes or events underlying a Fantasy Contest, or User activity that is not available to all eligible participants and that could provide an advantage in a Fantasy Contest; and
(m) You are not an athlete, coach, team manager, team support personnel, team owner, referee, league employee, commissioner, agent, or other person affiliated with a league, association, team, or sporting event underlying a Fantasy Contest whose participation is prohibited by applicable law, regulation, league or association rules, or who, by virtue of such role, is in a position to influence the performance or outcome of an underlying event in a manner that could affect a Fantasy Contest.
5.2.5 Eligibility Verification and Remedies
The following additional eligibility requirements and restrictions apply:
(a) If Chalkboard determines that You do not meet the eligibility requirements of this Section, then You are not authorized to access or participate in Fantasy Contests. Chalkboard may require You to provide proof that You are eligible to participate according to this Section prior to entering into Fantasy Contests on the Platform. You consent that Chalkboard, or a third-party provider acting on behalf of Chalkboard, may confirm Your age and identity. This includes requesting that You fill out an affidavit of eligibility or other verification information. If Chalkboard otherwise determines that You do not meet the eligibility requirements of this Section, in addition to any rights that Chalkboard may have in law or equity, Chalkboard reserves the right, in its sole discretion, to terminate Your Account, restrict Your Account from accessing or participating in Fantasy Contests, withhold or revoke the awarding of any Prize Winnings associated with Your Account or limit Your ability to withdraw. In such a situation, Chalkboard may pay out any withheld or revoked Prize Winnings to the other entrants in the relevant Fantasy Contest in a manner consistent with the prize structure of the Fantasy Contest, to be precisely determined by Chalkboard in its sole discretion. Chalkboard also reserves the right to withhold revoked Prize Winnings to use in furtherance of its fraud prevention or anti-money laundering efforts.
(b) If Chalkboard determines, in its sole discretion, to no longer provide its Services or certain Fantasy Contests in a particular state or location or to modify its product offerings in a particular state or location, Chalkboard reserves the right in its sole discretion to terminate a Fantasy Contest in progress, terminate the Services, terminate Accounts, restrict the use of Accounts, and provide refunds as necessary.
(c) Notwithstanding this Section 5, Chalkboard employees may access or use the Services solely for bona fide testing purposes, but may not withdraw Prize Winnings resulting from such testing. Chalkboard consultants or promoters of the Services may participate in Fantasy Contests only if (i) they do not have access to non-public Services data or other information not made available to all eligible participants that could provide an advantage in a Fantasy Contest, and (ii) they receive no other advantage in connection with their participation.
(d) If it is determined by Chalkboard, in its sole discretion, that an employee or operator of another daily fantasy sports platform, or a spouse, domestic partner, parent, child, sibling, or other household member of any such person, entered a Fantasy Contest, Chalkboard may disqualify the entry, may not award the person Prize Winnings, and may report such person’s violation of this provision to the daily fantasy sports contest platform for which the entrant is employed oraffiliated.
(e) Chalkboard may maintain information reasonably necessary to identify and restrict persons who are ineligible to participate in Fantasy Contests, unless and until Chalkboard determines, in its sole discretion, that the applicable restriction no longer applies.
(f) Chalkboard may restrict or prohibit the participation of any person whose participation Chalkboard determines, in its reasonable discretion, would compromise or create a material risk to the fairness or integrity of a Fantasy Contest.
(g) Chalkboard may limit the amount of entry fees You may pay to comply with applicable law, including state-imposed deposit or entry limits, or to manage liability risk. Chalkboard may determine unacceptable liability risk in its discretion.
5.3 Fantasy Contests
5.3.1 Fantasy Contests are skill-based fantasy sports contests. Winners are determined in accordance with the objective criteria and scoring rules set forth in the applicable Fantasy Contest Rules, which form part of the Incorporated Policies, based on the performance of the athletes or other participants selected by Users and Users’ exercise of skill and knowledge in making those selections.
5.3.2 You are responsible for reviewing the applicable Fantasy Contest Rules before entering a Fantasy Contest.
5.4 Cancellation
5.4.1 Chalkboard reserves the right, in its sole discretion, to cancel or void Fantasy Contests, without any restrictions, subject to applicable law. If You have paid an entry fee for a Fantasy Contest and Chalkboard cancels the Fantasy Contest or You cancel Your entry in accordance with these Terms and the Chalkboard Showdowns Official Rules, Chalkboard will credit Your Chalkboard Account balance for the amount of the entry fee. Under no circumstances shall Chalkboard be required to refund or pay any amount with respect to a terminated Fantasy Contest other than Your entry fee.
5.5 Disconnections and Technical Errors
5.5.1 Chalkboard is not responsible for technical, hardware, network connections, or incomplete or delayed computer transmissions, regardless of cause. If for any reason Fantasy Contests are not running as originally planned (e.g., if the Platform becomes corrupted or does not allow the proper usage and processing of entries in accordance with the Chalkboard or Showdowns Official Rules or if infection by a computer virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes of any kind, in the sole opinion of Chalkboard corrupts or affects the administration, security, fairness, integrity or proper conduct of the Services), Chalkboard reserves the right, in its sole discretion, to disqualify any individual implicated in or relating to the cause and/or to cancel, terminate, extend, modify or suspend the Fantasy Contests, and select the winner(s) from all eligible entries received. If such cancellation, termination, modification or suspension occurs, notification may be posted on the Platform.
5.5.2 If You become disconnected from the Platform while in the process of a Fantasy Contest entry, subject to the type of draft and Chalkboard Showdowns Official Rules the draft may continue to the extent possible. In such event, please login to Your Account as soon as practicable and check the status of Your Contest Entry. Chalkboard shall not have any responsibility for Your failure or inability to meet a Fantasy Contest entry deadline.
5.6 Publicity License and Release
5.6.1 By entering a Fantasy Contest, You grant license and consent to Chalkboard’s and its service providers’ and business partners’ use of Your name, voice, likeness, image, location, photograph or video in connection with the development, production, distribution and/or exploitation (including marketing and promotion) of the selected Fantasy Contest and/or other Chalkboard Fantasy Contests and Chalkboard generally, unless otherwise prohibited by law. Chalkboard and its service providers and business partners reserve the right to make public statements about the entrants and winner(s), on-air, on the Internet, or otherwise, prior to, during, or following the Fantasy Contest. Entrants agree that Chalkboard may announce any winner's name on-air or on any of its websites or any other location at any time in connection with the marketing and promotion of Chalkboard or other Fantasy Contests or games operated by Chalkboard. You agree that participation in and, where applicable, the receipt of Prize Winnings in connection with a Fantasy Contest constitute complete compensation for Your obligations under this paragraph, and You agree not to seek to charge a fee or impose other conditions on the fulfillment of these obligations, and expressly release and waive any claims related to Chalkboard’s use of the license granted in this subparagraph. The Chalkboard Showdowns Official Rules may contain additional publicity obligations or may require a written signature on a separate publicity waiver.
5.7 Prizes
5.7.1 No substitution or transfer of a prize is permitted. In the event that the awarding of any prizes to winners of the Fantasy Contest is challenged by any legal authority, Chalkboard reserves the right in its sole discretion to determine whether or not to award or adjust such prizes. In all disputes arising out of the determination of the winner of Chalkboard Fantasy Contests, Chalkboard is the sole judge and its actions are final and binding in its sole discretion.
6. Social Sports Picks
6.1 Social Sports Picks License
6.1.1 Subject to Your agreement and continuing compliance with these Terms, Chalkboard grants You a limited, personal, non-exclusive, non-transferable, and non-sublicensable license to use Virtual Coins solely within Social Sports Picks for the purposes of Your personal, private entertainment on the Platform and for no other reason (the “License”). Other than this License to use the Virtual Coins within Social Sports Picks, You have no right or title in or to any such Virtual Coins appearing or originating with Social Sports Picks, or any other attributes associated with use of Social Sports Picks or the Platform. You acknowledge and agree that the License is limited by these Terms and if You do not agree to, or act in contravention of, these Terms, Your License may be immediately terminated. Chalkboard has the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Coins as it sees fit in its sole discretion to the extent legally permissible, and Chalkboard shall have no liability to You or anyone for the exercise of such rights.
6.1.2 Virtual Coins may be used solely to participate in Social Sports Picks as permitted by these Terms and the applicable Social Sports Picks Rules. No matter the reference or format of Social Sports Picks, Virtual Coins are non-transferable and may be used only pursuant to the License. With the exception of “no purchase necessary” promotional contests or giveaways, there is no opportunity for a User on the Platform to win real-money or any prize while playing Social Sports Picks, regardless of whether any purchase was made at any point by the User.
6.2 No Purchase Required
6.2.1 No purchase is required to set up an Account or participate in Social Sports Picks. The Platform is committed to at all times providing additional access to Virtual Coins or otherwise to free-to-play participation to Users who deplete their balance of Virtual Coins. While it is never required to make any purchase in order to participate in Social Sports Picks, Users may, subject to the License, increase the number of certain Virtual Coins they may access for licensed use on the Platform only, increase the variety of available participation activities, and remove advertisements by making a purchase. You understand and agree that any purchases are final and that Chalkboard is not required to provide a refund for any reason. Virtual Coins are non-redeemable, non-transferrable, and carry no cash value. All Virtual Coins under this License are forfeited if Your Account is terminated or suspended for any reason, in Chalkboard’s sole and absolute discretion or if Social Sports Picks or the Platform are no longer available. To the extent legally permissible, if Your Account, or a particular subscription associated with Your Account, is terminated, suspended and/or if any Virtual Coins are selectively removed or revoked by Chalkboard from Your Account, no refund will be granted, and no Virtual Coins will be credited to You or converted to cash or other forms of reimbursement.
6.2.2 Certain purchases may include promotional benefits at no additional cost, as disclosed on the Platform. Promotional benefits cannot be purchased and are governed by the applicable promotion terms or Social Sports Picks Rules.
6.3 License Rights
6.3.1 The transfer or sale of Virtual Coins by You to any other person is strictly prohibited. You may NOT sell or assign Your Account to any other person under any circumstances. Any attempt to do so is in violation of these Terms, will result in closure and forfeiture of the Account, and may result in a lifetime ban from the Platform and possible legal action.
6.3.2 These Terms do not grant You any right, title, ownership, or other property interest in Social Sports Picks or any Virtual Coins.
6.3.3 You agree that Chalkboard and its licensors own all rights, title and interest in and to Services, including all intellectual property rights therein as further specified in these Terms, and that Chalkboard retains ownership of the Services even after any installation on Your device. You agree not to delete or in any manner alter the copyright, trademark or other proprietary rights notices or markings which may appear on the Services.
6.4 Eligibility for Social Sports Picks
6.4.1 Your ability to retain access to Social Sports Picks is based upon Your ongoing agreement to these Terms, particularly:
(i) You are at least eighteen (18) years of age or the minimum legal age of majority, whichever is greater in the jurisdiction of Your residence and are, in accordance with the laws of the jurisdiction(s) applicable to You, legally allowed to take part in and access Social Sports Picks;
(ii) You understand and agree that Chalkboard is not able to provide You with any legal advice or any other assistance and that it is Your sole responsibility to make sure that at all times You are acting in accordance with the laws that apply to You and that You have all legal rights necessary to use Social Sports Picks;
(iii) You will only access Social Sports Picks from Delaware, Massachusetts, Missouri, New Hampshire, Pennsylvania, or Virginia (the “Permitted Territories”); Eligibility for other Chalkboard games can be found posted on the Platform;
(iv) You take part in Social Sports Picks exclusively in Your personal capacity for recreational and entertainment purposes only;
(v) All information that You provide to Chalkboard during the term of validity of these Terms is truthful, comprehensive and accurate;
(vi) You will not be involved in any fraudulent or other unlawful activity in relation to Your participation in Social Sports Picks and You will not use any software-assisted methods or techniques (such as but not limited to “bots” designed to play automatically) for Your participation in Social Sports Picks. Chalkboard reserves the right to nullify any participation in the event of such behavior.
6.5 Your participation in Social Sports Picks is subject to the applicable Social Sports Picks Rules, which form part of the Incorporated Policies. You are responsible for reviewing the applicable Social Sports Picks Rules before participating.
7. Games Rules
7.1 You must familiarize yourself with the applicable terms of play and read the applicable Showdowns Official Rules or Social Sports Picks Rules before participating in any Games. Chalkboard will not be liable to You for any misunderstanding, misinterpretation, or assumption made in contravention of the applicable rules.
8. Payments, Deposits, Purchases, and Withdrawals
8.1 Pricing and Currency
8.1.1 Unless otherwise expressly stated, all purchases, entry fees, deposits, Prize Winnings, and other monetary amounts displayed through the Services are denominated in U.S. dollars. For users located in Canada, the foregoing shall be denominated in Canadian dollars.
8.1.2 Chalkboard may establish or change prices, entry fees, and other charges from time to time, subject to applicable law and the terms applicable to the relevant transaction or Game. Any applicable price or entry fee will be disclosed before You complete the applicable transaction or participate in the applicable Game.
8.2 Payment Agents and Mechanisms
8.2.1 You acknowledge and agree that Chalkboard may, from time to time and without notice, appoint one or more Payment Agents to process or make payments from or to You on Chalkboard’s behalf.
8.2.2 You agree that Chalkboard and/or Chalkboard’s Payment Agents appointed by Chalkboard from time to time may store Your Payment Mechanism details to process future transactions. By accepting these Terms, You authorize Chalkboard and/or Chalkboard’s Payment Agents to store Your payment credentials in compliance with applicable payment processing regulations.
8.2.3 A Payment Agent will have the same rights, powers and privileges that Chalkboard has under these Terms and will be entitled to exercise or enforce their rights, powers and privileges as Chalkboard’s agent or in their own name. In no event will Chalkboard be liable to You for any loss, damage or liability resulting from the Payment Agent’s negligence and/or acts beyond the authority given by Chalkboard.
8.3 Payment Authorization
8.3.1 You may use only a Payment Mechanism that lawfully belongs to You or that You are otherwise legally authorized to use. By submitting a payment or deposit, You authorize Chalkboard and its applicable Payment Agents to charge or debit the Payment Mechanism for the amount disclosed to You in connection with the applicable transaction, including any applicable taxes or fees disclosed before You complete the transaction.
8.3.2 The name on Your Payment Mechanism must match the name on Your Account. If it comes to Chalkboard’s attention that the name You registered on Your Account and the name linked to Your Payment Mechanism differ, Your Account will be suspended, transactions may be voided or reversed, and any Virtual Coins or other credits may be adjusted accordingly. You must promptly notify Chalkboard if Your Payment Mechanism is cancelled, lost or stolen or if the security of Your Payment Mechanism has otherwise become compromised.
8.4 Fantasy Contest Deposits
8.4.1 You may make Deposits to Your Account for use in connection with Fantasy Contests using an accepted Payment Mechanism. Deposits may be used to pay entry fees for Fantasy Contests and for any other purposes expressly permitted by Chalkboard through the Platform. Such Deposits will be held in a separate, segregated bank account. These funds belong to You, subject to review for evidence of fraud, verification or other prohibited conduct as described above, and Chalkboard may not use them to cover its operating expenses or for other purposes. Deposits are non-transferable and are not eligible for withdrawal until they have been used to enter a Fantasy Contest and otherwise satisfy Chalkboard’s applicable play-through requirements. Any amounts resulting from such participation that are credited to Your withdrawable balance will thereafter be eligible for withdrawal, subject to these Terms and applicable law.
8.5 Fantasy Contest Prize Winnings
8.5.1 If You participate in Fantasy Contests, all Prize Winnings You obtain will be added to Your Account, and such funds will be held in a separate, segregated bank account. These funds belong to You, subject to review for evidence of fraud, verification or other prohibited conduct as described above, and Chalkboard may not use them to cover its operating expenses or for other purposes. Your withdrawals of Prize Winnings will be made from this segregated bank account, and any checks or other payments issued from that account may bear the name of Chalkboard’s payment processor or operating account bank.
8.6 Fantasy Contest Withdrawals
8.6.1 Chalkboard will endeavor to process withdrawal requests as fast and efficiently as possible, typically within ten (10) business days after the request is received. Chalkboard also may conduct checks for Terms compliance, including anti-fraud checks on playing and Services usage patterns prior to processing a withdrawal, and Chalkboard may request additional information before permitting a withdrawal. Subject to such checks, You may close Your Account and withdraw any withdrawable funds from Your Account balance at any time and for any reason.
8.7 Social Sports Picks Purchases
8.7.1 Chalkboard may offer Virtual Coins for purchase through the Platform at the prices displayed at the time of purchase, and certain purchases may include promotions at no additional cost, as expressly disclosed on the Platform. Promotions cannot be purchased. Virtual Coins made available through such purchases may be used only as provided in these Terms and the applicable Social Sports Picks Rules. All purchases are final and non-refundable, except as required by applicable law.
8.8 Transaction Confirmation
8.8.1 Deposits and purchased Virtual Coins generally will be credited to Your Account promptly after the applicable transaction is successfully processed, subject to delays outside Chalkboard's reasonable control, including without limitation a force majeure event, poor internet connectivity, internet failure or electricity outages.
8.8.2 A transaction processed through Your Payment Mechanism may appear on Your statement under “Chalkboard” or another descriptor disclosed by Chalkboard or the applicable Payment Agent.
8.8.3 When You make a transaction, You will receive confirmation on-screen that the transaction has taken place.
8.9 Chargebacks and Reversals
8.9.1 If any Deposit or Virtual Coin purchase is subject to a chargeback or reversal, Chalkboard may suspend or restrict Your Account. Any amount charged back or reversed will constitute an amount owed by You to Chalkboard, and You must promptly repay such amount using an accepted Payment Mechanism.
8.10 Additional State-Specific Notes
8.10.1 Notice for California Users Under Civil Code Section 1789.3. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N – 112, Sacramento, CA 95834, or by telephone at 1(800) 952 – 5210.
9. Promotions
9.1 All promotions, contests, and special offers are subject to these Terms, the official rules of the promotion, contest, or special offer, and any additional terms that may be published at the time of the promotion, contest or special offer.
9.2 Chalkboard reserves the right to withdraw or alter any such promotions without prior notice to You at Chalkboard’ssole discretion.
9.3 Chalkboard reserves the right at Chalkboard’s sole discretion and without any requirement to provide a justification to exclude You from any promotions, contests or special offers that may be offered from time to time.
9.4 Chalkboard reserves the right to exclude You from any promotions, contests or special offers if Chalkboard believesthat You have tried to enter said promotions, contests or special offers by using more than one Account or are otherwise engaging in any fraudulent or illegal activity (including participation that would be in breach of the law in Your local jurisdiction), whether or not You would have or might have benefited but for such activity. Where multiple entries/Accounts have been used, Chalkboard reserves the right to suspend those Accounts and withhold any promotional benefits.
9.5 You confirm that You grant Chalkboard an irrevocable, perpetual, worldwide, non-exclusive, royalty-free license to use in whatever way Chalkboard sees fit, and without further acknowledgement of You as the author, any content You post or publish as part of a promotion, contest or competition.
10. Intellectual Property
10.1 These Terms confer only the right to use the Platform and do not convey any rights of ownership in or to the Platform.
10.2 All rights, title and interest, including without limitation any copyright, patent, trademark, trade secret or other intellectual property right in the Platform will remain Chalkboard’s sole property or, where licensed from a third party, that third party’s sole property.
10.3 Your use of the Platform will not convey any ownership rights in Chalkboard’s intellectual property to You. The software, designs, source and object code, the "look and feel" of the Platform, sounds, audio-visual effects, concepts and methods of operation, layout, text, data, Accounts, themes, artwork, animation files, images, graphics, documentation, and moral rights, whether registered or not, and all applications related to the above, will remain vested in Chalkboard or any third-party supplier of the Platform. You will not remove, obscure, or alter any copyright, trademark, or other proprietary notice appearing on the Platform.
10.4 Notwithstanding anything to the contrary in these Terms, You acknowledge and agree that You shall have no ownership or other property interest in the Account, and that all rights in and to the Account are and will remain owned by and inure to the benefit of Chalkboard.
11. User Content
11.1 As used in these Terms, the term “User Content” refers to any data, material or information that You submit, upload, post, publish, or otherwise make available through the Platform. User Content includes, but is not limited to, comments, messages, posts, images, videos, audio files, links or URLs, profile information, documents or files, and any other content generated, shared, or provided by Users while interacting with the Platform.
11.2 You are responsible for complying with all laws applicable to Your User Content. You agree not to submit to the Services, or send to other users of the Services, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, illegal material or any material that infringes or violates another party’s rights.
11.3 You will not provide inaccurate, misleading or false information to Chalkboard or to any other user of the Services. If information provided to Chalkboard, or another user of the Services, subsequently becomes inaccurate, misleading or false, You will notify Chalkboard of such change immediately.
11.4 Chalkboard may, in its sole discretion, delete any User Content without notice but is under no obligation to do so. Chalkboard has no responsibility for the conduct of any user in the Services, including any User Content submitted in the Services. Chalkboard assumes no responsibility for monitoring the Services for inappropriate content or conduct. Your use of the Services is at Your own risk.
11.5 You hereby grant Chalkboard a non-exclusive, irrevocable, sub-licensable, transferable, worldwide, royalty-free license to reproduce, modify, create derivative works from, publish, distribute, sell, transfer, transmit, publicly display and use any User Content and to incorporate the same in other works in any form, media, or technology now known or later developed.
11.6 You further grant Chalkboard a non-exclusive right to use and exploit Your name, likeness and any other information or material included in any User Content and in connection with any User Content or Your Account, without any obligation to You. You waive any rights of attribution and/or any moral rights You may have in Your User Content, regardless of whether Your User Content is altered or changed in any manner except as prohibited by law. Except with Your express consent, Chalkboard will not use Your legal name, photograph, or likeness in external advertising solely because it is included in User Content.
11.7 You acknowledge and agree that all User Content, whether publicly posted or privately transmitted through theServices, is submitted at Your sole responsibility and risk. Chalkboard disclaims any responsibility for the backup and/or retention of any User Content transmitted to the Services.
11.8 Prohibited Content. User Content that is prohibited on the Platform includes, but is not limited to: User Content that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual; harassing User Content;User Content of a sexual or offensive nature; User Content that promotes terrorism or religious hatred; User Content that promotes illegal activities or conduct that is abusive, threatening, obscene, or defamatory; User Content of a commercial nature without Chalkboard's authorization; or User Content promoting the services of another business or competitor.
11.9 If You see any material in the Services that in Your belief is offensive, hateful, harassing or that You otherwise think is prohibited, please notify Chalkboard via the Contact Us form.
11.10 Feedback. If You submit any suggestion, idea, or feedback regarding the Platform or the Services, You grant Chalkboard an irrevocable, perpetual, royalty-free, worldwide license to use, modify, and incorporate that feedback for any purpose, without any obligation or compensation to You.
12. Third Party Websites & Content
12.1 The Platform may contain links to content owned or operated by third parties, for instance third parties who may invite You to participate in promotional offers or rewards programs, or third-party advertisers or payment providers. Any separate charges or obligations that You may incur in Your dealings with these third parties are Your sole responsibility. Chalkboard is not responsible for any such third-party services or content and does not have control over any materials made available therein.
12.2 Chalkboard’s inclusion of a link to a third-party website, service, or content in the Services does not imply itsendorsement, advertising, or promotion of such third-party website, service, or content or any materials available and Chalkboard makes no guarantee as to the content, functionality, or accuracy of any third-party website.
12.3 By accessing a third-party website, service, or content, You accept that Chalkboard does not exercise any control over such website, service, or content and has no responsibility for it. Third-party sites may collect data or solicit personal information from You. Chalkboard is not responsible for their privacy policies, or for the collection, use, or disclosure of any information those sites may collect. It is always best to read and understand the terms of service and privacy policies applicable to any third-party website, service, or content You may access.
12.4 Chalkboard does not endorse any third-party products, services, materials, or websites and assumes no liability or responsibility to You or any other person for any such third-party products, services, materials or websites. Please note that the relevant third party is fully responsible for all goods and services it provides to You and for any and all damages, claims, liabilities and costs it may cause You to suffer, directly or indirectly, in full or in part.
12.5 If You use third-party social networking websites to discuss the Platform or the Services, You acknowledge and agree that: (a) any content You post on such social networking sites is subject to the relevant terms and conditions of that website; (b) You will not post any comments that are false, misleading, deceptive, or defamatory to Chalkboard, its employees, agents, officers, or other users; and (c) Chalkboard is not responsible or liable for any comments or content that You or others post on social networking sites.
12.6 YOU ACKNOWLEDGE AND AGREE THAT THE RELEASED PARTIES (AS DEFINED IN SECTION 15.1) ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ANY OF THE RELEASED PARTIES LIABLE, FOR THE CONDUCT, CONTENT AND COMMERCIAL ACTIVITY OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, OTHER USERS, MERCHANTS, AND ANY PUBLISHERS ON THE SERVICES, AND THAT THE RISK OF INJURY FROM YOUR INTERACTIONS WITH SUCH THIRD PARTIES ON OR AS A RESULT OF THE SERVICES RESTS ENTIRELY WITH YOU.
13. Copyright Infringement Notice
Chalkboard requires its Users to respect the intellectual property rights of others. If You are the owner of copyright and You believe that Your work has been used on the Platform in a way that constitutes copyright infringement, please provide Chalkboard’s Copyright Agent with a notice meeting all of the requirements of the Digital Millennium Copyright Act (“DMCA”). Your notice should contain the following information:
(i) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(ii) a clear description of the copyrighted work or other intellectual property that You claim has been infringed;
(iii) a description of where the material that You claim is infringing is located in the Services;
(iv) Your address, telephone number, and email address;
(v) 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
(vi) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual property owner or authorized to act in the copyright or intellectual property owner’s behalf.
Before You file Your DMCA notice, please carefully consider whether or not the use of the copyrighted material at issue is protected by the fair use doctrine. If You file a DMCA notice when there is no infringing use, You could be liable for costs and attorneys’ fees.
Chalkboard's agent for notice of claims of copyright or other intellectual property infringement can be reached by emailat: [email protected].
If content that You have uploaded to the Platform has been removed or disabled due to a third party’s complaint of copyright infringement, You may file a counter-notification. To be effective, the counter-notification must be a written communication sent to the Copyright Agent address listed above that includes the following: (a) Your physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; (c) a statement under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (d) Your name, address, and telephone number, and a statement that You consent to the jurisdiction of United States District Court for the judicial district in which the address is located or, if Your address is outside of the United States, for any judicial district in which Chalkboard may be found, and that You will accept service of process from the person who provided the initial infringement notification or an agent of such person.
14. Disruptions, Errors & Omissions
14.1 Disclaimer of Warranties. THE SERVICES, IN WHOLE AND IN PART (INCLUDING, WITHOUT LIMITATION, ALL CONTENT, AND USER CONTENT), ARE PROVIDED, TRANSMITTED, DISTRIBUTED, AND MADE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CHALKBOARD MAKES NO WARRANTY: (A) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (B) THAT DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; (C) THAT THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (D) AS TO THE QUALITY, ACCURACY, COMPLETENESS AND VALIDITY OF ANY INFORMATION OR MATERIALS IN CONNECTION WITH THE SERVICES; (E) THAT YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (F) THAT TRANSMISSIONS OR DATA WILL BE SECURE.
WITHOUT LIMITING THE FOREGOING, THE RELEASED PARTIES ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE, FOR ANY INFRINGEMENT OF PATENTS OF ANY THIRD PARTIES.
14.2 Exceptions. CERTAIN JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES. IN SUCH JURISDICTIONS, CERTAIN DISCLAIMERS, EXCLUSIONS AND LIMITATIONS ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, CHALKBOARD’S WARRANTIES AND LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
14.3 Chalkboard is not liable for any downtime, server disruptions, errors, lagging, or any technical or political disturbance to the Platform, Services, or Games, nor attempts by You to participate by methods, means or ways not intended by Chalkboard.
14.4 Chalkboard accepts no liability for any damages or losses which are deemed or alleged to have arisen out of or in connection with the Platform or any Services including, without limitation, delays or interruptions in operation or transmission, loss or corruption of data, communication or lines failure, any person’s misuse of the Services or any errors or omissions in the Services.
14.5 In the event of a Services system malfunction, then all affected Games will be void.
14.6 In the event of an error or malfunction affecting a Game, then all affected Games resulting from the error or malfunction will be voided.
14.7 Chalkboard reserves the right to remove any part of the Games from the Services at any time. Any feature or transaction that indicates incorrect behavior affecting Game data, wallet balances, Virtual Coins, transactions, or other features, that may be due to error, misconfiguration or a bug, will be cancelled and corrected. Chalkboard reserves the right to alter Account balances and details under such circumstances, at its sole discretion, in order to correct any mistake.
14.8 Chalkboard may temporarily suspend all or any part of the Platform for any reason at its sole discretion. Chalkboard may, but is not obliged to, give You as much notice as is reasonably practicable of such suspension, and will restore the Platform as soon as is reasonably practicable.
14.9 Chalkboard reserves the right to declare participation in a Game void, partially or in full, if, in its sole discretion, Chalkboard deems it obvious that there was an error, mistake, misprint or technical error in entry fees, prize structures, scoring, results, displayed balances, odds, probabilities, software, or other Game information.
14.10 If Your Account is incorrectly credited with any Deposits, Prize Winnings, Virtual Coins, promotional credits, or other Account balances as a result of (a) any human error; (b) any bug, defect or error on the Platform or in the Services;(c) the failure of any Games to operate in accordance with the rules of the relevant Game; or (d) the failure of any feature to operate as intended, then Chalkboard will not be liable to award You any of the foregoing balances, and You agree that any of the foregoing balances that have been credited in error to Your Account will be voided.
14.11 Chalkboard retains absolute discretion in the event of a discrepancy between the result showing on a user’s device and the server software. Such discretion includes the authority to recognize the result showing on the server software as the official and governing result.
15. Limitation of Liability and Indemnification
15.1 Limitation of Liability. BY ACCESSING, USING OR DOWNLOADING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT SUCH USE IS AT YOUR OWN RISK AND THAT NEITHER CHALKBOARD NOR THE PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, CONSULTANTS, SUPPLIERS, ADVERTISERS, PROMOTORS, PAYMENT AGENTS, PARTNERS, OR CONTRACTORS (COLLECTIVELY “RELEASED PARTIES”) ARE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, LEGAL FEES, EXPERT FEES, COST OF PROCURING SUBSTITUTE SERVICES, LOST OPPORTUNITY, OR OTHER DISBURSEMENTS) WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, THROUGH THE ACCESS TO, USE OF, RELIANCE ON ANY MATERIAL OR CONTENT ON THE SERVICES, OR BROWSING OF THE SERVICES OR THROUGH YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SERVICES, SPECIFICALLY INCLUDING ANY PAST, PRESENT OR FUTURE USE OF “COOKIES,” “GET REQUESTS,” PIXELS AND OTHER TRACKING TECHNOLOGY, EVEN IF CHALKBOARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
RELEASED PARTIES CANNOT AND DO NOT WARRANT OR GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, RELEASED PARTIES ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE, FOR ANY DAMAGES RELATING TO OR CAUSED BY ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION OF ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOU ARE LEGALLY ALLOWED TO PARTICIPATE IN THE GAMES AND ACCESS THE SERVICES UNDER THE LAWS OF THE JURISDICTION(S) APPLICABLE TO YOU. YOU UNDERSTAND AND ACCEPT THAT WE ARE UNABLE TO PROVIDE YOU WITH ANY LEGAL ADVICE OR ASSURANCES AND THAT IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT AT ALL TIMES YOU COMPLY WITH THE LAWS THAT GOVERN YOU AND THAT YOU HAVE THE COMPLETE LEGAL RIGHT TO USE THE SERVICES. YOU EXPRESSLY WAIVE ANY RIGHTS TO BRING A CLAIM OR CAUSE OF ACTION UNDER ANY GAMBLING LOSS RECOVERY ACT, OR SIMILAR STATUTES, OR OTHERWISE CHALLENGE THE LEGALITY OF THE PLATFORM OR SERVICES.
15.2 Indemnification. BY USING THE SERVICES, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS (INCLUDING REASONABLE ATTORNEY’S FEES AND COSTS OF SUIT) THE RELEASED PARTIES FROM ANY AND ALL THIRD PARTY CLAIMS AGAINST THE COMPANY ARISING OUT OF OR RELATING TO YOUR BREACH OF THESE TERMS, YOUR VIOLATION OF APPLICABLE LAW, YOUR USER CONTENT, YOUR ACCOUNT, OR YOUR ACCESS TO OR USE OF THE SERVICES OR PLATFORM.
15.3 One Year Limitations Period. You and Chalkboard agree that any claims, regardless of form, arising out of or related to the Platform, including the Services, or these Terms or Privacy Policy must BE FILED within ONE (1) YEAR of the action, omission, event or occurrence giving rise to the claim or suit, after which such claims will be time-barred and prohibited, without regard to any longer period of time which may be provided by any period of limitation or repose by law or statute.
15.4 SOLE AND EXCLUSIVE REMEDY; LIMITATION ON RECOVERY. UNLESS OTHERWISE PROHIBITED BY LAW, OR PERMITTED IN THESE TERMS OR THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SEE SECTION 17), IN ANY DISPUTE WITH THE RELEASED PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY UNDER ANY LEGAL THEORY FOR ANY LOSS OR DAMAGE WHATSOEVER ARISING FROM ANY CAUSE SHALL BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR USE OF THE PLATFORM OR SERVICES DURING THE TERM OF YOUR REGISTRATION FOR THE PLATFORM, NOT INCLUDING ANY PURCHASES THAT YOU MADE PRIOR TO THE CIRCUMSTANCES GIVING RISE TO THE CLAIM.
15.5 YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS IN SECTION 14, AND THE INDEMNITIES, LIMITATIONS OF LIABILITY AND LIMITATIONS OF REMEDIES 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 AND CHALKBOARD TO ENTER INTO THESE TERMS OF USE.
15.6 NOTHING IN THESE TERMS OF USE WILL OPERATE SO AS TO EXCLUDE ANY LIABILITY OF CHALKBOARD FOR DEATH OR PERSONAL PHYSICAL INJURY THAT IS DIRECTLY AND PROXIMATELY CAUSED BY CHALKBOARD’S NEGLIGENCE OR WILLFUL MISCONDUCT.
15.7 TO THE EXTENT ANY OF THE LIMITATIONS OF REMEDY, INCLUDING WAIVER OF THE RIGHT TO PRIVATE OR PUBLIC INJUNCTIVE RELIEF, ARE NOT PERMITTED BY LAW OF ANY APPLICABLE JURISDICTION, SUCH LIMITATIONS SHALL NOT APPLY AND SHALL BE DEEMED AS SEVERABLE AND STRICKEN FROM THESE TERMS. THE PARTIES AGREE FURTHER THAT SUCH PROVISION(S) SHALL NOT AFFECT THE ENFORCEABILITY OF THE TERMS OR THE ARBITRATION AGREEMENT (Section 17), WHICH THE PARTIES AGREE SHALL REMAIN IN PLACE AND IN FORCE LESS ANY SUCH STRICKEN PROVISIONS.
16. CUSTOMER SERVICE AND INITIAL DISPUTE RESOLUTION PROCEDURE
16.1 Customer Support
16.1.1 If You need customer service in relation to the Services, You may contact Chalkboard via the Contact Us form.
16.1.2 The Contact Us form is available twenty-four (24) hours a day, seven (7) days a week. Response times may vary.
16.1.3 To protect Your privacy, all communications between You and Chalkboard should be carried out using or referencing the email address that You used to register Your Account for the Services. Failure to do so may result in Chalkboard’s response being delayed.
16.2 Initial Dispute Resolution Procedure and Conference
16.2.1 The parties shall use best efforts to resolve informally any customer service issue promptly and in good faith. If for some reason a Dispute (as defined in Section 17) arises, You may then pursue arbitration as set out below in Section 17. However, You must first submit a Notice of Dispute as set forth in this Section 16 and engage in a conference either by telephonic or videoconference means with Chalkboard prior to and as a condition precedent to initiating arbitration or any formal proceeding over a Dispute as required by Section 17.
16.3 Notice of Dispute Required Prior to Arbitration.
16.3.1 The party initiating a claim over a Dispute must give notice to the other party in writing of its intent to initiate an informal dispute resolution conference. The initial conference shall occur within thirty (30) days after the other party receives such notice or within the time period required by law, unless an extension is mutually agreed upon by the parties.
16.3.2 All initial dispute resolution conferences shall be conducted individually, between Chalkboard and You. Multiple individuals with Disputes cannot participate in the same informal telephonic dispute resolution conference. If a party is represented by counsel, counsel may participate in the conference, but each party shall also attend and participate in the conference. Any representation by counsel will be at that party’s sole cost and expense.
16.3.3 To notify Chalkboard that You intend to initiate an informal dispute resolution conference, please inform Chalkboard via the Contact Us form and include the following information: (a) Your username and/or email address associated with Your Account; (b) Your first and last name, as registered on Your Account; (c) Your residence address; (d) Your telephone number (home and/or mobile); (e) a detailed explanation of the complaint/claim and basis for the claim; (f) any specific dates and times associated with the complaint/claim (if applicable); and (g) the remedy, action or any amount You are seeking from Chalkboard.
16.3.4 Upon receipt of Your Notice of Dispute, Chalkboard will acknowledge receipt within three (3) business days, and will respond in writing or coordinate a telephonic or videoconference call within thirty (30) days after receipt of such notice, unless an extension is mutually agreed upon by the parties. Failure to submit a written communication with the information outlined above may result in a delay in Chalkboard’s ability to identify and respond to Your complaint/claim in a timely manner, and may, in Chalkboard's discretion, extend the time period for resolution before a formal proceeding may be commenced, as permitted by these Terms.
16.3.5 If, in Chalkboard’s sole discretion, Chalkboard requires additional information to review and investigate YourNotice of Dispute, Chalkboard will request the additional information in Chalkboard’s written response to Your Notice of Dispute. You are required to provide any additional information requested by the Company within seven (7) calendar days. The Company, in its sole discretion, may request a video or telephonic informal dispute resolution conference and, in such case, participation in the conference is a condition precedent to initiating arbitration or any formal proceeding over a Dispute as required by Section 17.
16.3.6 The parties shall use their best efforts to settle any Dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a pre-condition to either party initiating a formal arbitration as provided in Section 17. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time of the informal dispute resolution conference, then either party may initiate binding arbitration, to the extent permitted by law, as the sole means to resolve claims, subject to these Terms and the Arbitration Agreement.
16.3.7 The aforementioned informal dispute resolution process is a condition precedent to commencing any formal dispute resolution proceeding, including litigation if You have successfully opted-out of the arbitration agreement. The parties agree that any relevant limitations period or other deadlines will be tolled solely by the amount of time the parties initiate and engage in this informal dispute resolution process.
16.3.8 Regardless of whether You decide to opt out of arbitration, the terms set forth in this Section 16 Initial Dispute Resolution shall remain in full force and effect as part of these Terms.
17. BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER
PLEASE READ THIS ARBITRATION & CLASS ACTION WAIVER AGREEMENT (THE “ARBITRATION AGREEMENT”) CAREFULLY BECAUSE IT MAY REQUIRE YOU AND CHALKBOARD TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS ONLY AND LIMITS THE MANNER IN WHICH YOU AND CHALKBOARD CAN SEEK RELIEF FROM EACH OTHER. THIS AGREEMENT APPLIES TO ANY CLAIMS YOU MAY CURRENTLY POSSESS AND ANY CLAIMS YOU MAY RAISE IN THE FUTURE. WHILE YOU MUST AGREE TO THESE TERMS OF USE IN ORDER TO USE THE SERVICES, IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF CHALKBOARD’S SERVICES, THERE IS AN OPTION, DESCRIBED BELOW IN SECTION 17.12, TO OPT OUT OF THE ARBITRATION AND CLASS WAIVER PROVISIONS. THE OPTION TO OPT-OUT IS TIME-LIMITED TO THIRTY (30) DAYS OF ENTERING THIS AGREEMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If You reside in or access the Services at any time while located in the United States, this Section 17 shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms.
THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH SETS FORTH HOW PAST, PENDING OR FUTURE DISPUTES BETWEEN YOU AND CHALKBOARD SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND FOR YOUR OWN LOSSES ONLY.
THIS ARBITRATION AND CLASS ACTION WAIVER AGREEMENT ALSO REQUIRES THAT ANY PAST, PENDING OR FUTURE DISPUTES WITH THE COMPANY SHALL PROCEED FOR YOUR OWN LOSSES ONLY. YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION, OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OF OTHERS IN ANY TYPE OF CLAIM OR ACTION.
ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY.
17.1 Acceptance of Terms. By using, or otherwise accessing the Services, or clicking to accept or agree to the Terms where that option is made available, You confirm that You have read and accept and agree to this Arbitration Agreement. Except to the extent that You may opt-out as provided below, all of Your activity on the Platform and all of Your transactions with Chalkboard, including all events which occurred before Your acceptance of this Arbitration Agreement, shall be subject to this Arbitration Agreement.
17.2 Scope of Agreement to Arbitrate. You and Chalkboard agree that any past, pending, or future dispute, claim or controversy arising out of or relating to any purchase or transaction by You, Your access to or use of any Platform or the Services, or to this Arbitration Agreement, the Terms, or Privacy Policy (including without limitation any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability, or arbitrability of this ArbitrationAgreement or the Terms) (a “Dispute”), shall be determined by arbitration, including claims that arose before acceptance of any version of this Arbitration Agreement. In addition, in the event of any Dispute concerning or relating to this Arbitration Agreement — including the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims—You and Chalkboard agree and delegate to the Arbitrator the exclusive jurisdiction to rule on their own jurisdiction over the Dispute, including any objections with respect to the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims or counterclaims presented as part of the Dispute.
17.3 Notwithstanding the above provision and Agreement to Arbitrate, all parties retain the right to seek relief in a small claims court for disputes or claims solely within the scope of a small claims court’s jurisdiction.
17.4 Lack of Estoppel or Preclusive Effect. The parties agree that any issues determined in arbitration or any other proceeding between the parties shall be conducted and decided for the benefit of the parties or express third party beneficiaries only and shall have no preclusive or estoppel effect against a party in any subsequent or other arbitration or litigation matter, such that all issues shall be decided anew in any subsequent or other proceedings involving either party. The parties reach this agreement in order to narrowly and efficiently tailor their legal positions without concern that any third party may attempt to offensively use any finding or determination of fact or law against You or Chalkboard.
17.5 Third-Party Beneficiaries. You further agree and intend that this Arbitration Agreement and the Terms are entered into for the express benefit of Your spouse, heirs, children and next-of-kin and shall bind same to the extent of any claims arising from Your use of the Services which is brought by them or by any person for the use or benefit of Your spouse, heirs, children and next-of-kin. Chalkboard agrees also that this Arbitration Agreement is intended to benefit and shall bind any successor-in-interest or assignee of Chalkboard.
17.6 Intellectual Property. Notwithstanding the requirement to arbitrate in this Section 17, You and Chalkboard are NOT required to arbitrate any claims for the alleged unlawful use of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents, and the parties agree that in the event of infringement of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents of a party, they shall also be entitled to seek injunctive relief from a court of competent jurisdiction, and the parties shall not be able to hold out a user’s access to the Services as a basis to enforce this arbitration agreement as to such claims.
17.7 Separate Agreement. The parties acknowledge that this Arbitration Agreement is a separate agreement between the parties governed by the Federal Arbitration Act, and that any alleged or determined invalidity or illegality of all or any part of the Terms, the Services, the Platform, or the Privacy Policy shall have no effect upon the validity and enforceability of this Arbitration Agreement.
17.8 Applicable Law. While the Federal Arbitration Act shall control, to the extent the law of any state is applied or considered with respect to issues bearing upon the enforceability or scope of this Arbitration Agreement, the parties agree that the law of the State of Delaware shall exclusively apply, notwithstanding any consideration or application of choice of law or conflicts of law principles.
INITIATING ARBITRATION UNDER JAMS RULES
17.9 Following the conclusion of the initial dispute resolution process required by Section 16, You or Chalkboard may seek arbitration of a Dispute in accordance with the provisions of this Arbitration Agreement. You and Chalkboard agree that JAMS (“JAMS”) will administer the arbitration under its Comprehensive Arbitration Rules and Procedures in effect at the time arbitration is sought (“JAMS Rules”). The parties further agree that, to the extent applicable, the JAMS Mass Arbitration Procedures and Guidelines shall apply. The JAMS Rules referenced above are available at https://www.jamsadr.com/adr-rules-procedures/.
You and Chalkboard further agree:
17.9.1 Arbitration will proceed on an individual claim basis only.
17.9.2 The arbitration will be handled by a sole arbitrator. The parties agree that the JAMS arbitrator must be a practicing attorney or retired federal court judge with at least ten (10) years of substantive expertise litigating and resolving complex business disputes, including motions to compel arbitration and litigation or adjudication regarding whether disputes are arbitrable;
17.9.3 For purpose of Sections 16.1 and 16.2 of the JAMS Rules, the JAMS Streamlined Arbitration Rules and Procedures and JAMS Expedited Procedures shall not apply unless otherwise explicitly agreed to by all parties to the Dispute;
17.9.4 In lieu of JAMS Rule 15, the parties shall be presented with a list of eight (8) potential arbitrators, may strike three (3), and will rank the remaining candidates 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) (the “Arbitrator”);
17.9.5 Location of Arbitration. Unless and only to the extent prohibited under JAMS Rules, the arbitration hearing will be held in New York, NY, provided that either You or the Company may elect that the arbitration proceedings be conducted telephonically or via other remote electronic means. Notwithstanding the locations of the parties or witnesses or the election by a party for a remote proceeding, the party submitting the demand for arbitration shall commence the arbitration with JAMS' offices in New York, NY;
17.9.6 In lieu of JAMS Rule 18, the parties shall have the right to submit a dispositive motion at the outset of the arbitration to the Arbitrator. The submission and scheduling of such motions shall be addressed at a conference held before the Arbitrator, and the Parties agree that any dispositive motions shall be resolved and the remainder of the arbitral proceeding stayed pending resolution, absent good cause and immediate necessity to proceed;
17.9.7 The JAMS Rules will govern payment of all arbitration fees, currently available at https://www.jamsadr.com/arbitration-fees. You will only be required to pay arbitration fees of $250 in connection with any arbitration initiated under this Section 17, but You will still be responsible for paying Your own attorneys’ fees;
17.9.8 Except as otherwise waived or limited under the Terms or this Arbitration Agreement, the Arbitrator shall be authorized to award any remedies, including equitable or injunctive relief, which would be available in an individual lawsuit except:
(a) In any arbitration arising out of or related to this Arbitration Agreement, the arbitrator(s) are not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages; and
(b) In any arbitration arising out of or related to this Arbitration Agreement, the arbitrator(s) may not award any incidental, indirect or consequential damages, including damages for lost profits;
17.9.9 The arbitration decision and award shall consist of a written statement signed by the Arbitrator regarding the disposition of each claim and the relief, if any, as to each claim. Unless the parties agree otherwise, the award shall be a reasoned award and contain a concise written statement of the reasons for the award;
17.9.10 Except as and to the extent otherwise may be required by law, the arbitration proceeding, pleadings, and any award shall be treated as confidential and shall not be used by the parties except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its confirmation and enforcement.
17.9.11 In the event JAMS is unavailable or unwilling to hear the dispute in accordance with this Arbitration Agreement, the parties shall agree to, or a court shall select, another arbitration provider subject to the procedural agreements of this Section 17; and
17.9.12 You and Chalkboard agree that any award issued by the Arbitrator in excess of $50,000 in favor of either party, or any award which grants any form of declaratory or equitable relief that would significantly impact other Chalkboard users or the operation of the Platform, may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election. The JAMS Optional Arbitration Appeal Procedures are available at https://www.jamsadr.com/adr-rules-procedures/.
17.10 Batch Arbitration/Mediation. To increase efficiency of resolution, in the event twenty (20) or more similar arbitration demands against Chalkboard, 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 in accordance with the rules described above within a sixty (60) day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Mass Arbitration Rules. Notwithstanding the foregoing, the Company reserves the right, in its sole discretion, to reject mass arbitration. In the event the Company exercises its right to reject mass arbitration, this Arbitration Agreement shall be deemed inapplicable to those claims, and each affected claimant may pursue their claim individually in a court of competent jurisdiction, subject to any applicable venue, jurisdiction, and choice-of-law provisions set forth in these Terms. Following the submission, initial presentation and resolution of briefing and motion practice contemplated in Section 17.9.6 on dispositive issues other than the ultimate issue of fact, to the extent claims and issues remain pending, JAMS shall group the arbitration demands into a first batch of no more than 25 demands to be set for resolution as a single arbitration. Once resolution of the first batch has concluded (or sooner if the parties agree), counsel for the parties must engage in a single mediation before a JAMS mediator of all remaining demands from claimants. Counsel for the parties must agree on a mediator within thirty (30) days after conclusion of the first batch. If the parties cannot agree on a JAMS mediator within thirty (30) days, JAMS will appoint a JAMS mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed. If the parties are unable to resolve their demands by mediation, JAMS shall continue to batch the remaining arbitration demands into batches of no more than 100 demands per batch (plus, to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands) for administration. A single arbitration with one set of filing and administrative fees and one arbitrator will be assigned per batch. For the avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair Your right to present any evidence or argument that You think particular to Your case, so long as it is consistent with JAMS Rules. You agree to cooperate in good faith with Chalkboard and JAMS to implement such a batch approach to resolution and fees and to efficiently consolidate discovery, submission of evidence, and motion practice.
17.11 By signing a demand for arbitration, a party certifies, to the best of their knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party’s violation of this requirement.
OPTION AND PROCEDURE TO OPT OUT OF ARBITRATION
17.12 IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF CHALKBOARD’S SERVICES, YOU MAY OPT OUT OF THE AGREEMENT TO ARBITRATE BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT-OUT, THE ARBITRATION PROVISIONS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.
17.13 OPT-OUT. IF YOU DO NOT WISH TO AGREE TO THE PROVISIONS OF THIS ARBITRATIONAGREEMENT REQUIRING ARBITRATION AND CLASS ACTION WAIVER AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF CHALKBOARD’S SERVICES, YOU MUST, WITHIN THIRTY (30) DAYS OF ENTERING THIS AGREEMENT, SEND AN EMAIL TO [email protected] WITH THE SUBJECT “OPT-OUT”. **REQUESTS TO OPT OUT AFTER THE 30 DAY PERIOD SHALL NOT BE EFFECTIVE.**
17.14 Whether to agree to arbitration is an important decision. It is Your decision to make and You are not required to rely solely on the information provided in these Terms. You should take reasonable steps to conduct further research and to consult with counsel (at Your expense) regarding the consequences of Your decision.
WAIVER OF CLASS RELIEF AND COLLECTIVE ACTION
17.15 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR CHALKBOARD SHALL BE ENTITLED TO BRING, CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY COLLECTIVE ARBITRATION OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY. YOU MAY ONLY ARBITRATE OR LITIGATE ON AN INDIVIDUAL BASIS AND FOR YOUR OWN LOSSES. UNDER THIS AGREEMENT, YOU MAY NOT PROCEED IN ARBITRATION OR COURT AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION OR MASS ARBITRATION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OR USE OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. YOU AND CHALKBOARD ARE EACH WAIVING RESPECTIVE RIGHTS TO PARTICIPATE IN A CLASS ACTION. BY ACCEPTING THIS AGREEMENT, YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN ANY PAST, PENDING OR FUTURE CLASS ACTION OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE PROCEEDING, INCLUDING ANY PROCEEDING EXISTING AS OF THE DATE YOU AGREED TO THIS AGREEMENT.
17.16 Severability. This Arbitration Agreement applies solely to the extent permitted by law. If for any reason any provision of this Arbitration Agreement or portion thereof, is found to be unlawful, void, or unenforceable, that part of this Arbitration Agreement will be deemed severable and shall not affect the validity and enforceability of the remainder of this Arbitration Agreement which shall continue in full force and effect. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
17.17 Amendments to This Arbitration Agreement. If Chalkboard makes a material amendment to this Section 17, Chalkboard will provide advance notice of the amendment and will not apply the amended terms to You unless and until You affirmatively reconsent to the amended Terms (for example, by accepting the amended Terms through the Platform). An amendment to this Section 17 will not apply to any Dispute that arose, or of which Chalkboard had notice, before Your reconsent. The opt-out right described in Section 17.12 will be available to You with respect to the amended terms for thirty (30) days following Your reconsent.
END OF SECTION 17 ARBITRATION AGREEMENT
18. Waiver of Jury Trial
18.1 EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE PLATFORM OR SERVICES OR ANY TRANSACTIONS BETWEEN THE PARTIES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.
19. Responsible Gaming & Self Exclusion
19.1 Chalkboard offers tools to encourage responsible player behavior, including self-exclusion and self-limitation options. Chalkboard also allows third parties, who have concerns about a player's ability to manage his or her play, to contact customer service to make a report regarding that player's participation in Chalkboard’s Services. Chalkboard, in its sole discretion, may exclude individuals from using the Platform. Please see Chalkboard’s Responsible Play Policy for more information and resources.
20. General
20.1 Entire Agreement; Product-Specific Scope. These Terms, together with the Incorporated Policies, constitute the entire agreement between You and Chalkboard solely with respect to the Services governed by these Terms and supersede all prior or contemporaneous communications and proposals concerning those Services. These Terms do not supersede the separate terms governing any other Chalkboard product or service. Each separate set of Chalkboard product terms applies according to its stated scope.
20.2 Taxes. Any income, proceeds, capital gains, or other transactions arising from Your transactions on the Platform may be subject to state or federal taxation. Please consult with Your accounting professional. You are solely responsible for filing and paying applicable state and federal taxes that may be owed on amounts received in connection with Your use of the Services or the Platform. Chalkboard does not provide tax advice, nor should any statements in these Terms or on the Services be construed as tax advice. To the extent required by applicable law, Chalkboard may issue one or more tax forms or information returns relating to Your transactions, withdrawals, or other reportable activity. If requested by Chalkboard, You shall provide all information necessary for Chalkboard to perform or evaluate any of its obligations under state or federal law, including an updated address, telephone number, Social Security number, taxpayer identification number, or other required tax information to Chalkboard. These details will be used to allow Chalkboard to comply with tax regulations and may be shared with appropriate tax authorities. You understand and authorize Chalkboard to withhold amounts from Your Account to the extent Chalkboard determines that withholding is requiredunder applicable law or regulation.
20.3 Force Majeure. Chalkboard will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by events outside its reasonable control, including but not limited to an act of God, hurricane, war, fire, riot, earthquake, weather, pandemic or epidemic, terrorism, act of public enemies, strikes, labor shortage, actions of governmental authorities, or other force majeure event. If an event of force majeure occurs and its effect continues for a period of sixty (60) days, either party may give written notice of termination to the other party.
20.4 In the event any provision of these Terms is held unenforceable, such provision will be ineffective but will not affect the enforceability of the remaining provisions. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
20.5 Assignment. These Terms are personal to You, and are not assignable, transferable, or sublicensable by You except with Chalkboard’s prior written consent. Chalkboard reserves the right to assign, transfer, or delegate any of its rights and obligations hereunder without notice to You, and in such cases, these Terms will apply to and bind any successor in interest or assignee of Chalkboard.
20.6 Third-Party Beneficiaries. You further agree and intend that these Terms are entered into for the express benefit of Your spouse, heirs, children and next-of-kin and will bind the same to the extent of any claims arising from Your use of the Services which is brought by them or by any person for their use or benefit.
20.7 Business Transfers. In the event Chalkboard undergoes a change of control, merger, acquisition, or sale of assets, Your Account and associated data may be part of the assets transferred to the purchaser or acquiring party.
20.8 Waiver. Chalkboard’s failure to assert breach or a violation of these Terms, or otherwise failure to exercise any rights under these Terms, will not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future.
20.9 Survival of Obligations. PROVISIONS THAT BY THEIR NATURE SHOULD SURVIVE TERMINATION OF THESE TERMS OR YOUR ACCOUNT WILL SURVIVE, INCLUDING PROVISIONS CONCERNING OWNERSHIP, PAYMENTS AND AMOUNTS OWED, WITHDRAWALS, INTELLECTUAL PROPERTY, DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION, DISPUTE RESOLUTION, ARBITRATION, GOVERNING LAW, AND INTERPRETATION.
20.10 Notices. Any formal legal notice to Chalkboard under these Terms must be sent by email to [email protected], with a copy by mail to Chalkboard's registered agent for service of process. Notices to You will be sent to the email address or in-app address associated with Your Account and are deemed given when sent, except that notices of material changes to these Terms are governed by Section 2.
20.11 Interpretation. Section and subsection headings are for convenience only and do not affect interpretation of these Terms. "Including" and "include" mean "including, without limitation." Words in the singular include the plural and vice versa, and references to "You" include Your successors and permitted assigns where applicable.
20.12 Relationship of the Parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between You and Chalkboard. Neither party has authority to bind the other or to create any obligation on the other's behalf.
20.13 Electronic Communications. You consent to receive all communications, notices, agreements, and disclosures relating to the Services electronically, including by email or in-app notice, rather than in paper form. You agree that any such electronic communication satisfies any legal requirement that the communication be in writing.
21. Applicable Law and Jurisdiction
21.1 Governing Law. Subject to and without any waiver of the Arbitration Agreement contained in Section 17, which is governed by the Federal Arbitration Act, the parties agree that these Terms and the related Services are governed by and shall be construed in accordance with the laws of the State of Delaware, USA without regard to its principles of conflicts of law. To the extent this governing law provision is finally determined to be unenforceable as it relates to the use of the Services, the parties agree that the governing law shall in such event be the applicable law in the jurisdiction in which the user who is a party to the dispute properly utilizes the services. Nothing herein is intended to limit a party's right to appeal a determination by a court of law that the laws of the State of Delaware are unenforceable.
21.2 Exclusive Forum and Venue. Subject to and without any waiver of the Arbitration Agreement contained in Section17, and the exclusive delegation by the parties to the Arbitrator, the parties agree that any lawsuits filed by a party asserting any dispute, controversy, or claim arising out of or in connection with these Terms, or the Arbitration Agreement in Section 17, breach, termination or invalidity of these Terms, will be submitted exclusively to state or federal courts in Delaware and You and Chalkboard consent to the venue and personal jurisdiction of those courts. Notwithstanding the foregoing, any motion to compel arbitration or to enforce an arbitral award issued hereunder may be brought before any court of competent jurisdiction.
21.3 Personal Jurisdiction in Delaware Courts Only. You agree and understand that the Company is providing online entertainment services to You. The Company is an internet-based business and does not, by entering into these Terms with You, agree to be subject to any suit in the courts of any state other than Delaware. Further to this express purpose, You and the Company have agreed to arbitrate all disputes (Section 17) and further have allowed either party to elect to a remote arbitration hearing in order that neither You nor the Company must appear in a court in a State which is both inconvenient and which lacks personal jurisdiction over You or the Company. Accordingly, You expressly agree that the Company is not agreeing to or subjecting itself to the jurisdiction of any court of any state other than Delaware by entering into these Terms, the Arbitration Agreement or providing You with access to the Platform or the Services.
22. Additional Terms for Our iOS App
You acknowledge and agree that: (i) these Terms are binding between You and Chalkboard only; (ii) Apple, Google, and Facebook (“App Parties”) are not parties to, or sponsors of, these Terms, and the App Parties are not responsible for fulfilling any obligations under these Terms; (iii) as between Chalkboard and the App Parties, it is Chalkboard that is responsible for the mobile app and the content thereof. You must use the iOS app only on an Apple-branded product that runs iOS. Your use of the app must comply with the terms of use applicable to the Apple source from which You obtain it (including the Usage Rules set forth in the Apple App Store Terms of Service). You acknowledge that the App Parties have no obligation to furnish You with any maintenance and support services with respect to the app.
You acknowledge that the App Parties are not responsible for addressing any claims You have or any claims of any third party relating to the app or Your possession and use of the app, including, but not limited to (i) product warranty or liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; or (iv) claims that the app infringes a third party’s intellectual property rights.
The App Parties and their subsidiaries are third-party beneficiaries of these Terms. Upon Your acceptance of the Terms, the App Parties will have the right (and will be deemed to have accepted the right) to enforce the Terms against You as a third-party beneficiary thereof. There are no other third-party beneficiaries of the Terms except as expressly provided for in these Terms.
23. Terms Related to Payment Agents
Chalkboard has partnered with financial services software company Aeropay to offer you ACH payments. When You create a Chalkboard Account and connect a bank to complete ACH payments, You will be creating an Aeropay account. You authorize Chalkboard to share Your identifying information with Aeropay to open and support your Chalkboard Account. You must comply also with Aeropay’s Terms of Service when creating or using your Chalkboard Account. The Aeropay Terms of Service may be modified from time to time, and the governing version is incorporated by reference into these Terms. Any term not defined in this section but defined in the Aeropay Terms of Service assumes the meaning as defined in the Aeropay Terms of Service.