ANDREW GOLF TERMS OF SERVICE

Last Revised on March 29, 2024

Welcome to the Terms of Service (these “Terms”) for the mobile application called Andrew Golf (the “App”), its related website www.andrew.golf (“Website”), operated by or on behalf of Lothian Road WRX, Inc. (“Company”, “we” or “us”). The Website, the App, and any content, tools, features and functionality offered on or through our Website and the App are collectively referred to as the “Services”.

These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, you may not use the Services.

For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf. 

SECTION 10 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (UNLESS OTHERWISE REQUIRED BY LAW) RELATED TO THE COMPANY’S SERVICES THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 10.

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TABLE OF CONTENTS

1. Who May Use the Services

2. User Accounts

3. Description of the app.

4. Prizes and Winnings

5. Privacy Policy

6. Rights We Grant You

7. Ownership and Content

8. Third Party Services and Materials

9. Disclaimers, Limitations of Liability and Indemnification

10. ARBITRATION AND CLASS ACTION WAIVER

11. Additional Provisions

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1. Who May Use the Services

To use the Services, you must be (a) eighteen (18) years of age or older and (b) reside in a jurisdiction in which your use of the Services is not restricted by that jurisdiction’s laws. By using the Services, you represent and warrant that you meet these requirements and any misrepresentation in that regard is a breach of these Terms.

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2. User Accounts 

  1. Creating and Safeguarding your Account. To use the Services, you need to create an account or link another account, such as your Apple, Facebook or Google account (“Account”). You must provide accurate, complete and updated information for your Account. You can access, edit and update your Account by going to your profile page in the App. You are solely responsible for any activity associated with your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at info@andrew.golfif you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed your Account, or if we previously banned you from any of our Services, unless we provide written consent otherwise.
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  2. Identity Verification Processing Fee. When You create an Account, Andrew Golf may charge an identity verification processing fee in the amount of $1.00. This fee is to offset the cost of identity verification processing performed by our contractors and as required by our payment processing partners, as well as applicable laws and regulations. The fee will be automatically deducted from your balance upon your first deposit. Without limiting any of its other rights under these Terms, Andrew Golf may revise and revisit this policy (including the amount of the processing fee) at its discretion.

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3. Description of the app.

  1. In General. The App offers players the opportunity to compete in peer-to-peer gaming and wagering with regard to the game of golf (“Contests”). Andrew Golf offers players a mobile community, wagering exchange marketplace and social connections. Players can engage in multiple Contests at a time, track their results on the App and make peer-to-peer skill-based wagers on certain Contests. The App also offers player stats and a scorecard. 
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  2. Games of Skill. Each Contest offered within the App is designed as a game of skill that rewards the top performing players with the prize. Certain Contests are private while others are public. Skills used in the determination of the winner depend on the specific nature of the Contest. For example, when players are wagering on their own performance within a golf game, they are using their skills of dexterity, reaction time, hand-eye coordination, course and conditions analysis, and strategic decision-making. With exchange style peer-to-peer wagering, the respective parties must use their knowledge of the game, the course, the players, past play analysis, and other skill-based factors to craft and propose (or accept) peer-to-peer offers.
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  3. Contest Description. Each Contest offered via the Services will include a description that sets forth (i) the requirements and other rules for participation in the Contest, if any (ii) the wager, cash amount, or other representative of value (including but not limited to digital trophies or virtual goods) that may be won from the Contest (the “Prizes”) and (iii) if applicable, the rank amongst all Contest participants that you must achieve to receive any Prizes.
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  4. No Purchase Necessary to Register. There is no fee to register for an Account. 

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4. Prizes and Winnings

  1. Promotional Codes.  We may offer certain promotional codes, referral codes, discount codes, coupon codes or similar offers (“Promotional Codes”) that may be redeemed for features or benefits related to the Services, subject to any additional terms that the Company establishes. You agree that Promotional Codes: (a) must be used in a lawful manner, (b) must be used for the intended audience and purpose, (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by the Company, (d) may be disabled or have additional conditions applied to them by the Company at any time for any reason without liability to the Company, (e) may only be used pursuant to the specific terms that the Company establishes for such Promotional Code, (f) are not valid for cash or other value; and (g) may expire prior to your use. 
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  2. Changes to Contests and Prizes. The Company may, at any time, revise or change the requirements to entry, availability, specifications, content, descriptions or features, as applicable, of any Contests and Prizes. While we attempt to be as accurate as we can in our descriptions for the Contests and Prizes, but we do not warrant that the descriptions are accurate, complete, reliable, current, or error-free. If a Contest or Prize itself is not as described on the Services, your sole remedy is to contact us to request a refund of payment or correction of your Account. The inclusion of any Contests for entry or Prizes to be won through participation in the Contests at a particular time does not imply or warrant future availability. 
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  3. Prize Distribution. If you are eligible to receive a Prize, we may require that you provide proof that you are, or were at the time of your participation in the applicable Contest, eligible to participate in accordance with the Contest description and these Terms, and that your participation was in accordance therewith. If you do not provide such proof to our reasonable satisfaction, you may forfeit the Prize. In the case of Prizes that are physical products, title and risk of loss for the Prizes pass to you upon our delivery to our carrier. Shipment is through third party couriers. In the case of cash Prizes, your Prize will be deposited in your digital wallet (“Wallet”) that may be accessed on your profile page in the App. To withdraw funds from your Wallet, you will be required to designate the bank account that you would like your funds to be deposited in, and provide certain requested information about your bank account and your bank. You may request a withdrawal of funds in any amount above our ten-dollar ($10) withdrawal minimum from your available Wallet balance at any time, and the processing of requested funds will be done in the form of a direct deposit into the bank account you have designated. Please note that we may, in our sole discretion, freeze your Account and/or delay a request for withdrawal of funds from your Wallet pending completion of any investigation of reported or suspected fraud or to comply with applicable laws. We retain sole, absolute, and non-appealable discretion to determine the winner of each Contest. By participating in any Contest, you agree to be bound by our final decision, including and up to disqualification, forfeiture of prize funds, or any other remedy available under these Terms and under the law. 
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  4. Taxes. If you are a United States resident, we may send you an IRS Form W-9 to request your social security number so that we may send you a 1099-MISC or other appropriate form if your Winnings total six hundred dollars ($600) or more in any given calendar year (or other amount that triggers our obligation to file notice with the IRS). Depending on the state in which you reside, we may also send you additional federal or state tax forms. If you fail to complete and return the IRS Form W-9 when required, we may suspend or terminate your Account or access to the Services. Without limiting the foregoing, we may withhold from your existing Wallet balance and/or delay deposit of any Prize amount into your bank account. We may withhold any amount required to be withheld by applicable laws, including amounts due in connection with your failure to complete relevant tax documentation. You are solely responsible for paying all federal, state and other taxes related to your Prizes in accordance with all applicable laws. Further, we may charge a processing fee equal to $2.00, which will be deducted from your current Account balance. If your Account does not contain sufficient funds to cover the processing fee, your Account will show a debit amount sufficient to cover the processing fee until your next deposit. This fee is to offset the cost of documentation and processing performed by our contractors. Without limiting any of its other rights under these Terms, Andrew Golf may revise and revisit this policy (including the amount of the processing fee) at its discretion.
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  5. Manufacturer’s Warranty and Disclaimers. Some of the Prizes may be manufactured or provided by third parties. We do not endorse or have any affiliation with such manufacturer or sponsor. Please direct any warranty or service-related claims directly to the manufacturer. 
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  6. No Information Collected from Children. In furtherance of our policy of not collecting personal information from persons under the age of thirteen (13), users are not allowed to give the Company the personal information of any persons under the age of thirteen (13) for any reason.

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5. Privacy Policy

  1. Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. Our Privacy Policy is expressly integrated into these Terms as if fully restated herein. 

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6. Rights We Grant You and your responsibilities

  1. Right to Use Services. We hereby permit you to use the Services for your personal non-commercial use only, provided that you comply with these Terms in connection with all such use.  If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Company, in its sole discretion, may elect to take. We are not liable to you under any circumstances for any such interruption, downtime, or other inability to use the Services (including the App).
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  2. Restrictions On Your Use of the Services. You may not do any of the following in connection with your use of the Services, unless you have our express written permission to do so:
  1. download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your device for display purposes, or as otherwise expressly permitted in these Terms;
  2. duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
  3. use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
  4. use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
  5. exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
  6. cooperate, collude, or conspire with other users to cheat or gain a competitive advantage;
  7. access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
  8. attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
  9. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
  10. use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
  11. introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
  12. submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable, use the Services for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful, hateful, cruel or insensitive, deceptive, threatening, abusive, inflammatory, pornographic, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, defamatory, obscene or otherwise objectionable;
  13. violate any applicable law or regulation in connection with your access to or use of the Services;or
  14. access or use the Services in any way not expressly permitted by these Terms.  
  1. Use of the App. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan.  We do not guarantee that the App or will be available in any particular geographic location. As part of the Services and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the App (“Push Messages”). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from the Company. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of push messages from the Company.
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  2. Mobile Software from the Apple App Store.The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and the Company, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and the Company acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You must comply with applicable third-party terms of agreement when using the App. You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
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  3. Gameplay and Other Activity Recording. We may monitor and/or record your interaction within the Services, for own internal due diligence, marketing, quality control, and anti-cheating verification. You understand and agree that your gameplay and any other activity within the App or related to our services will be monitored and/or recorded. 
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  4. Eligibility for Prizes. Our employees and affiliates, as well as any agents with access to any materials or code that could potentially provide an unfair advantage for participation in the Game are express prohibited playing the Game. Without limitation, such individuals are not eligible for any Prize. We retain the absolute sole discretion to determine the eligibility of individuals for our Contests and winning a Prize.  
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  5. No Refunds. All entry fees paid to participate in the Contests are deemed prepaid at the time of entry and deemed paid for the privilege of participation in the Contest and associated entertainment value. We do not issue refunds for any reason, unless otherwise required by law. 
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  6. Guests. Certain features of our Services may be used for the benefit of persons who are not registered for our Services and that you may wish to have use the Services as a guest. In the event you decide to add a guest user, you agree that the guest has agreed to these Terms and that you represent such agreement on their behalf. You understand and agree that the guest may not use the Services unless they agree to these Terms. In the event the guest violates any of these Terms, you agree to be jointly and severally liable for such violation to the maximum extent permitted by law.  

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7. Ownership and Content 

  1. Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests.  We and our licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works. You agree on behalf of yourself, as well as any guests, that by using our Services, you are granting us and our licensors a non-exclusive, world-wide, royalty-free perpetual license to share any of your activities with respect to the Services, including your user name, golf play, results, and other activities to the maximum extent consistent with our Privacy Policy and applicable law. 
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  2. Ownership of Trademarks. The Company’s name, the Company’s logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors.  Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.  
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  3. Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback. 
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  4. Notice of Infringement – DMCA (Copyright) Policy 

If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

  1. identification of the copyrighted work that is claimed to be infringed;
  2. identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
  3. information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
  4. a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; 
  5. a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
  6. the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by e-mail to privacy@andrew.golf. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion.To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others. 

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8. Third Party Services and Materials 

Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. 

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9. Disclaimers, Limitations of Liability and Indemnification

  1. Disclaimers. 
  1. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, attorneys, counsel, consultants, partners and licensors (the “the Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services, (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.
  2. Players in the United States: You understand that various rules, regulations and laws addressing sweepstakes, contests, and tournaments with entry fees and/or prizes of value may apply to your participation in Contests (“Gaming Laws”), and that the U.S. federal government and each U.S. state, territory, or jurisdiction may have their own Gaming Laws that are subject to change. From time to time, we may prohibit access to the Services from certain jurisdictions via geo-location or other methods. (“Prohibited Jurisdiction”). If you are located in any Prohibited Jurisdiction, you may not use our App and any attempt to do so is a violation of these Terms. You acknowledge and agree that it is your responsibility to determine the laws of your state, jurisdiction, or territory as it relates to use of our App. We reserve the right to monitor the location from which you access the Services to ensure compliance with these terms, and to block your access to the Services from any Prohibited Jurisdiction. In addition to Gaming Laws, you are also subject to all municipal, state and federal laws, rules and regulations of the city, state, or other jurisdiction in which you reside and from which you access the Services. You are solely responsible for your compliance with all applicable laws and your failure to do so is a violation of these Terms. The Services, including the Contests, are void where prohibited or restricted by applicable laws. The Company Entities take no responsibility and assume no liability if applicable laws restrict or prohibit your access to or participation in any Contests.
  3. Players outside of the United States: You understand that your country, province, state, territory, or other local jurisdiction may have various rules, regulations, and laws related to the Contests (“Applicable Laws”). You understand and agree that you are solely responsible for compliance with Applicable Laws and it is also your responsibility to determine which Applicable Laws apply to your particular actions. Your access to the Contests and participation in such contests is at your own risk. By accessing our Services and participating in the Contests (or attempting to do so), you agree that you will not hold us responsible if the Applicable laws restrict or prohibit your activities. 
  4. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LAWFULNESS OF YOUR PARTICIPATION IN ANY CONTEST OFFERED VIA THE SERVICES.
  1. Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER  DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES.  THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 
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  2. Limitation of Liability as to Prizes. By participating in a Contest and achieving a sufficiently high score relative to the other players, you may win a Prize. The available Prizes are generally categorized as (a) experience; (b) cash or cash equivalent; (c) consumer goods; or (d) promotions/discounts. Each Prize may be subject to its own specific set of terms and conditions or addenda that supplement and govern your acceptance of such Prize. By accepting such Prize, you agree to be bound by these Terms (including but not limited to the liability limitations, warranty disclaimers, indemnification provisions, mandatory arbitration, and class action waivers) as well as any additional terms and conditions contained in such supplemental terms and conditions and addenda. We may require you to expressly accept and acknowledge additional terms applicable to a specific Prize before you receive such Prize. Any promotion or discount offered as a Prize is at the discretion of and subject to the terms of the company offering such promotion or discount. 
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  3. Experience Prize Terms and Limitations. Certain Prizes may be an “experience prize” that entitles you to travel, accommodations, and an experience (such as an evening out, dinner, or concert with a celebrity). To be eligible for an “experience prize” you must be located in the United States or willing to travel to the United States at your own expense. You must be available during a predetermined time window that we will make known to you as part of awarding the Prize. Additionally, you agree to obtain your own insurance for any travel-related damages or injuries, as well as personal property insurance related to any hotel stay. By entering the Contest and/or accepting the “experience prize” you agree to release us to the maximum extent allowed by law, hold us harmless against any and all liabilities that we may incur as it relates to your “experience prize” and otherwise agree that you assume all risk (without exception) as to any travel, hotel stay, event, or other experience associated with winning the “experience prize.” Additionally, you understand and agree that the award of the “experience prize” is subject to availability (including that of any celebrity) and we reserve the sole right without obligation to substitute the “experience prize” for a different Prize of comparable value.   
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  4. Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation, including your participation in any Contests in violation of Gaming Laws, (b) your violation of any rights of any third party, (c) your misuse of the Services, (d) your negligence or wilful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.

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10. ARBITRATION AND CLASS ACTION WAIVER

  1. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
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  2. Informal Process First.  You and the Company agree that in the event of any dispute between you and the Company Entities, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond.  Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
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  3. Arbitration Agreement and Class Action Waiver.  After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Company Entities including the Services, the Prizes, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMSunder its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms).  Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.
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  4. Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: 
  1. disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
  2. disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or 
  3. intellectual property disputes.
  1. Costs of Arbitration. Each party is responsible for its own costs and expenses related to arbitration and the Claim, except that 

fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to optout@andrew.golf or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to the Company within thirty (30) days of your first registering to use or use of the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies.  You may not opt out of only the class action waiver and not the arbitration provisions.  If you opt-out of these arbitration provisions, the Company also will not be bound by them.

  1. WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”).  YOU AND THE COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION.  YOU AND THE COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM.  IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION.  FURTHER, YOU AND THE COMPANY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

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11. Additional Provisions

  1. SMS Messaging and Phone Calls. Certain portions of the Services may allow us to contact you via telephone or text messages. You agree that the Company may contact you via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Services, including for marketing purposes. You understand that you are not required to provide this consent as a condition of using the App. You also understand that you may opt out of receiving text messages from us at any time, either by texting the word “STOP” to the sender using the mobile device that is receiving the messages, or by contacting optout@andrew.golf. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.
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  2. Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms
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  3. Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Company terminate immediately and automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason and without any obligation or liability to you. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name and any Prizes, and amounts in your Wallet may be forfeited. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.  
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  4. Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
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  5. California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
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  6. Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
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  7. Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 10, or if arbitration does not apply, then the state and federal courts located in Los Angeles, California. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms. 
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  8. How to Contact Us.  You may contact us regarding the Services or these Terms by e-mail at info@andrew.golf.