Terms of Service

These Terms of Service (these "Terms") constitute a legally binding agreement between you ("you") and [●] ("CompeteUp," the "Company," "we," "us," or "our"), governing your access to and use of the CompeteUp mobile application (the "App"), the websites located at competeup.net, and all related services, content, features, and functionality (collectively, the "Service").

By creating an account, tapping "I agree," or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by the CompeteUp Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, do not access or use the Service.

1.Eligibility

1.1 You must be at least thirteen (13) years of age — or, if higher, the minimum age of digital consent in your jurisdiction of residence — to create an account or use the Service. The Service is not directed to, and may not be used by, children below that age.

1.2 If you have not reached the age of majority in your jurisdiction, you represent that your parent or legal guardian has reviewed these Terms, agrees to them on your behalf, and accepts responsibility for your use of the Service, including all purchases made through your account.

1.3 You represent and warrant that: (a) you have the legal capacity to enter into these Terms; (b) you are not prohibited from using the Service under any applicable law; (c) you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive trade sanctions, and you do not appear on any government list of prohibited or restricted parties; and (d) all information you provide in connection with your account is and will remain truthful, accurate, and complete.

2.Modifications to These Terms

We may amend these Terms from time to time. The current version, with its effective date, will be posted at competeup.net/terms. If we make material changes, we will provide reasonable advance notice through the Service or to the email address associated with your account. Amendments apply prospectively only. Your continued use of the Service after the effective date of amended Terms constitutes your acceptance of them. If you do not accept amended Terms, your sole and exclusive remedy is to discontinue use of the Service and close your account.

3.Account Registration and Security

3.1 Use of the Service requires an account. You agree to provide and maintain accurate, current, and complete registration information.

3.2 You are responsible for safeguarding your login credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to notify us promptly at support@competeup.net of any unauthorized access to or use of your account. To the maximum extent permitted by applicable law, we are not liable for any loss or damage arising from unauthorized use of your account that is not directly caused by our breach of these Terms.

3.3 Each natural person may maintain only one account. Accounts may not be sold, rented, licensed, shared, or transferred, and any attempted sale or transfer is void.

3.4 We may, in our sole discretion, decline any registration and may reclaim, suspend, or require a change to any username that is inactive, misleading, offensive, unlawful, or infringes the rights of any person.

4.License Grant; Intellectual Property

4.1 License. Subject to your continued compliance with these Terms, the Company grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the App on mobile devices that you own or control, solely for your personal, non-commercial entertainment. The App is licensed to you, not sold.

4.2 Ownership. The Service — including all software, source code, databases, trivia questions and question sets, game design and mechanics, text, graphics, artwork, logos, trademarks, trade dress, audio, and the selection, coordination, and arrangement of the foregoing — is owned by the Company or its licensors and is protected by copyright, trademark, trade-secret, and other intellectual-property laws. Except for the limited license expressly granted in Section 4.1, no right, title, or interest in or to the Service is transferred to you, and all rights not expressly granted are reserved.

4.3 Restrictions. Except as expressly permitted by these Terms or by applicable law notwithstanding this restriction, you shall not, and shall not permit or assist any third party to: (a) copy, modify, translate, adapt, or create derivative works of the Service; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service; (c) rent, lease, lend, sell, sublicense, distribute, or otherwise commercially exploit the Service; (d) remove, obscure, or alter any proprietary notices; (e) access the Service by automated means, or scrape, harvest, or extract any data or content from the Service, including questions and question sets; or (f) use the Service or any part of it to develop, train, or improve any competing product or service.

5.Code of Conduct

In connection with the Service, you shall not, and shall not assist or enable any third party to:

• cheat or manipulate gameplay, including by using bots, scripts, emulators, automation tools, exploits, bugs, unauthorized third-party software, multiple or alternate accounts, collusion, win-trading, deliberate disconnection, or any other method intended to gain an unfair advantage or to manipulate matchmaking, scores, rankings, leaderboards, streaks, or tournament outcomes;
• harass or harm others, including by bullying, threatening, stalking, defaming, or abusing any person, sending spam or unsolicited messages, or engaging in hate speech or discriminatory conduct;
• post or transmit prohibited content — in any username, display name, profile image, cover photo, bio, message, or other submission — that is unlawful, infringing, obscene, pornographic, sexually exploitative (including of minors), violent, hateful, fraudulent, or deceptive, or that violates any person's intellectual-property, privacy, or publicity rights;
• impersonate any person or entity or misrepresent your identity or affiliation;
• compromise security or integrity, including by probing, scanning, or testing the vulnerability of the Service; breaching or circumventing any security or authentication measure; accessing non-public areas of the Service or another user's account or data; introducing malware or other harmful code; or interfering with or disrupting the Service or any server or network connected to it;
• evade enforcement, including by creating or using another account after suspension, restriction, or termination, or by circumventing any moderation, restriction, or technical-control measure;
• commercially exploit the Service, including by buying, selling, or trading accounts or Virtual Items (as defined below) for real-world value; or
• violate any applicable law or regulation.

6.Moderation and Enforcement

6.1 Content and communications transmitted through the Service, including private messages between users, may be screened by automated systems and reviewed by personnel for compliance with these Terms. You acknowledge and consent to such screening and review.

6.2 We may, in our sole discretion, at any time and with or without prior notice: remove, block, or refuse to transmit any content; restrict account features (including messaging and challenges); issue warnings; temporarily suspend or permanently terminate any account; void or adjust any match, score, ranking, streak, or tournament result; and withhold, revoke, or adjust any Virtual Item — in each case in response to any actual or suspected violation of these Terms, to protect the Service or its users, to address fraud or security concerns, or as required by law. Although we may in practice apply enforcement measures in escalating steps, we have no obligation to do so, and we may impose any measure, including immediate permanent termination, for any violation.

6.3 We do not undertake to pre-screen or monitor all user content and have no obligation to do so. To the fullest extent permitted by applicable law — including, where applicable, Section 230 of the U.S. Communications Decency Act — we are not responsible or liable for any content provided by users or for the conduct, whether online or offline, of any user of the Service.

7.User Content

7.1 "User Content" means all content that you submit, upload, or transmit to or through the Service, including profile and cover photographs, biographical text, usernames, and messages. As between you and the Company, you retain all ownership rights you hold in your User Content.

7.2 You grant the Company a non-exclusive, worldwide, royalty-free, fully paid-up, transferable license — sublicensable to our service providers solely as necessary to operate the Service — to host, store, cache, reproduce, transmit, display, perform, modify (solely for technical purposes, such as resizing, compression, and format conversion), and otherwise use your User Content for the purposes of operating, providing, securing, moderating, improving, and enforcing the terms of the Service. This license terminates when your User Content is deleted from the Service, except to the extent that (a) it has been shared with other users who have not deleted it, (b) it persists in routine backup media for the duration of our standard backup cycle, or (c) retention is reasonably necessary for legal, regulatory, security, or enforcement purposes.

7.3 You represent and warrant that you own or have obtained all rights, licenses, and permissions necessary to grant the license in Section 7.2, and that your User Content, and our use of it as authorized by these Terms, does not and will not infringe, misappropriate, or violate the rights of any person or any applicable law. You are solely responsible for your User Content and bear all risk associated with it.

7.4 Feedback. If you submit suggestions, ideas, or other feedback regarding the Service, you grant the Company a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use and exploit that feedback for any purpose without restriction, attribution, or compensation, and you irrevocably waive, to the maximum extent permitted by law, any moral or similar rights in it.

8.Virtual Items

8.1 The Service includes virtual currencies, goods, and attributes, including coins, gems, experience points, levels, badges, and achievements (collectively, "Virtual Items"). Virtual Items are licensed to you, not sold. You receive only a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use Virtual Items within the Service.

8.2 VIRTUAL ITEMS HAVE NO CASH OR MONETARY VALUE, DO NOT CONSTITUTE PROPERTY, AND ARE NOT REDEEMABLE, REFUNDABLE, OR EXCHANGEABLE FOR MONEY OR ANY ITEM OF VALUE OUTSIDE THE SERVICE. Except through features expressly provided by the Service, Virtual Items may not be sold, traded, gifted, or transferred, and any attempted transaction in violation of this Section is void and may result in account termination.

8.3 We may modify, rebalance, substitute, limit, devalue, or discontinue any Virtual Item at any time as part of operating and balancing the game, without liability to you. All Virtual Items are forfeited, without compensation or refund, upon termination of your account for cause, deletion of your account, or discontinuation of the Service.

9.Subscriptions, Payments, and Gifts

9.1 Premium subscriptions. The Service offers auto-renewing premium subscriptions that provide access to additional features. The price, billing period, and included benefits are disclosed in the App prior to purchase. Subscription benefits are as described at the time of purchase and may evolve together with the Service.

9.2 Payment processing through Stripe. Unless your purchase is made through an app-store billing system (Section 9.3), payments are processed by Stripe, Inc. and its affiliates ("Stripe"). By submitting payment information, you (a) authorize the Company, acting through Stripe, to charge your designated payment method for all amounts you have agreed to pay, including recurring subscription charges and applicable taxes, and (b) agree to Stripe's applicable legal terms, including the Stripe Services Agreement. Payment-card credentials are transmitted directly to and processed by Stripe; the Company does not collect or store full card numbers or card-security codes. The Company is not responsible for the acts or omissions of Stripe. If any charge is declined, fails, or is reversed (including by chargeback), we may suspend or revoke the associated benefits and may suspend your account pending resolution.

9.3 App-store purchases. Where a purchase is made through Apple's App Store or Google Play, the transaction is processed by, and billing, renewal, cancellation, and refunds are governed exclusively by, the applicable app store and its terms, and refund requests must be directed to the app store.

9.4 Automatic renewal; cancellation. Subscriptions renew automatically for successive periods equal to the original billing period, at the then-current price, unless cancelled before the end of the current period. You may cancel at any time through the subscription settings in the App or, for app-store purchases, through the app store. Cancellation takes effect at the end of the current paid period, and you will retain subscription benefits until that time.

9.5 Gift subscriptions. You may purchase a subscription as a gift for another user. Gift purchases are charged in full at the time of purchase, are delivered to the recipient's account or designated email address, and are non-refundable, except as required by applicable law. You are solely responsible for the accuracy of recipient information you provide.

9.6 No refunds. EXCEPT AS REQUIRED BY NON-WAIVABLE APPLICABLE LAW OR BY THE POLICIES OF THE APPLICABLE APP STORE, ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE, AND NO REFUND OR CREDIT WILL BE PROVIDED FOR PARTIALLY USED SUBSCRIPTION PERIODS, UNUSED BENEFITS, DOWNGRADES, OR TERMINATION OF YOUR ACCOUNT FOR CAUSE. If you are a consumer in the EU, EEA, or UK: by purchasing digital content or services and requesting immediate access, you expressly consent to immediate performance and acknowledge that you thereby lose your statutory fourteen-day right of withdrawal, to the extent permitted by law.

9.7 Price changes. We may change subscription prices on a prospective basis. We will give you advance notice of any price change, and the change will take effect no earlier than your next renewal. If you do not agree to a price change, you may cancel before it takes effect.

9.8 Taxes. Displayed prices may be exclusive of taxes. You are responsible for all applicable taxes, duties, and governmental charges, which may be collected at the time of purchase.

10.Diagnostics and Crash Reporting

To maintain the security, stability, and quality of the Service, the App automatically collects and transmits crash reports, error and performance diagnostics, and — for a limited sample of sessions and for sessions in which an error occurs — visual session replays of in-App screens, through Functional Software, Inc. d/b/a Sentry ("Sentry"). This processing is described in detail in our Privacy Policy. Diagnostic data is used solely for error detection, debugging, security, and improvement of the Service. You acknowledge this collection as an integral part of the Service's operation.

11.Gameplay, Rankings, and Tournaments

Match outcomes, scores, rankings, leaderboards, streaks, and tournament results are determined by the Service's systems and rules. We may void, adjust, or correct any result, ranking, or reward affected by cheating, collusion, error, malfunction, outage, or other technical failure. All determinations relating to gameplay, scoring, rankings, rewards, enforcement, and eligibility are made by the Company in its sole discretion and are final and binding. Specific tournaments or events may be governed by supplemental rules presented in the App, which are incorporated into these Terms; in the event of conflict, the supplemental rules control for that event.

12.Third-Party Services

The Service incorporates or interoperates with services provided by third parties, including Stripe (payment processing), Sentry (diagnostics), Cloudflare, Inc. (infrastructure, content delivery, and media storage), Google, Apple, and Facebook (single sign-on), and platform push-notification services. Your use of any third-party service is governed solely by that third party's terms and privacy policy. The Company makes no representation or warranty regarding, and accepts no responsibility or liability for, any third-party service, including its availability, security, accuracy, or handling of your data.

13.Term, Suspension, and Termination

13.1 These Terms take effect upon your first acceptance or use of the Service and continue until terminated in accordance with this Section.

13.2 You may terminate these Terms at any time by deleting your account and discontinuing all use of the Service.

13.3 We may suspend, restrict, or terminate your access to all or part of the Service at any time, with or without notice, if: (a) you breach, or we reasonably suspect you have breached, these Terms; (b) we reasonably believe suspension or termination is necessary to protect the Service, our users, or third parties, or to prevent fraud or security risk; (c) your account has been inactive for an extended period; (d) we are required to do so by law or by a governmental authority; or (e) we discontinue the Service or any part of it, in which case we will provide reasonable advance notice and will not charge any new subscription period after such notice.

13.4 Upon any termination: your license under Section 4.1 ends immediately; you must cease all use of the Service; all Virtual Items are forfeited as provided in Section 8.3; and any amounts you owe remain due. The Company shall have no liability to you for any suspension, restriction, or termination effected in accordance with these Terms. Sections 4.2, 4.3, 6.3, 7, 8.2, 8.3, 9.6, 10, and 14 through 19 survive termination.

14.Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company and its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and service providers (collectively, the "Company Parties"), from and against all claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your User Content; (b) your access to or use of the Service; (c) your breach of these Terms or violation of any law; or (d) your violation of any right of any third party. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate fully with that defense. This Section does not apply to the extent prohibited by the mandatory consumer-protection law of your jurisdiction of residence.

15.Disclaimers; Limitation of Liability

15.1 Disclaimer of warranties. THE SERVICE — INCLUDING ALL CONTENT, FEATURES, AND VIRTUAL ITEMS — IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, THE COMPANY PARTIES DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT DATA — INCLUDING GAME PROGRESS AND VIRTUAL ITEMS — WILL NOT BE LOST OR CORRUPTED.

15.2 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY COMPANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, GAME PROGRESS, OR VIRTUAL ITEMS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, UNDER ANY THEORY OF LIABILITY — WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO THE COMPANY FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED UNITED STATES DOLLARS (US $100).

15.4 Scope and essential basis. The allocations of risk in this Section 15 are an essential basis of the bargain between you and the Company, and apply even if any limited remedy fails of its essential purpose. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited — including liability for fraud or fraudulent misrepresentation, gross negligence, willful misconduct, or death or personal injury caused by negligence — and nothing in these Terms affects statutory rights of consumers that cannot be waived, including the statutory guarantees enjoyed by consumers in the EU, EEA, UK, Australia, and New Zealand.

15.5 Release of inter-user disputes. To the maximum extent permitted by applicable law, you release the Company Parties from all claims, demands, and damages of every kind arising out of or relating to disputes between you and any other user of the Service. IF YOU ARE A CALIFORNIA RESIDENT, YOU EXPRESSLY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING RELEASE.

16.Platform Terms (Apple and Google)

16.1 These Terms are concluded between you and the Company only, and not with Apple Inc. ("Apple") or Google LLC ("Google"). Apple and Google are not responsible for the App or its content and have no obligation to provide any maintenance or support for the App.

16.2 In the event of any failure of the App to conform to an applicable warranty, if you acquired the App through the App Store you may notify Apple, and Apple will refund the purchase price of the App (if any) to you; to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the App.

16.3 As between the Company, Apple, and Google: the Company, not Apple or Google, is responsible for addressing any claims by you or any third party relating to the App or your possession or use of it, including (a) product-liability claims, (b) claims that the App fails to conform to legal or regulatory requirements, (c) consumer-protection or similar claims, and (d) claims that the App infringes a third party's intellectual-property rights, including any obligation to investigate, defend, settle, or discharge such claims.

16.4 You represent and warrant that you are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable third-party terms — including your wireless carrier's terms and the applicable app store's terms — when using the Service.

16.5 Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and 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.

17.Dispute Resolution: Mandatory Individual Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND THE COMPANY TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, AND IT WAIVES THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN CLASS ACTIONS. YOU MAY OPT OUT AS DESCRIBED IN SECTION 17.7.

17.1 Mandatory informal resolution. Before commencing any arbitration or permitted court proceeding, the party asserting a claim must first send the other party an individualized written notice of the dispute ("Dispute Notice") — to legal@competeup.net (if to the Company) or to the email address associated with your account (if to you) — describing the nature and basis of the claim and the relief sought. For sixty (60) days following receipt of a Dispute Notice, the parties shall attempt in good faith to resolve the dispute informally, including, upon request of either party, by an individualized telephone or video conference. Completion of this process is a condition precedent to initiating any arbitration or court proceeding, and any applicable limitations period is tolled during it.

17.2 Agreement to arbitrate. Except as provided in Section 17.3, any dispute, claim, or controversy between you and the Company arising out of or relating to these Terms or the Service — including its formation, existence, breach, termination, enforcement, interpretation, validity, or scope, and including the threshold question of arbitrability — shall be resolved exclusively by final and binding arbitration conducted on an individual basis, administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, before a single arbitrator. The Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of this Section 17. The arbitration shall be conducted in English; for consumer claims, the hearing (if any) will be held by videoconference or, at your election, in the county of your residence. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

17.3 Exceptions. Notwithstanding Section 17.2: (a) either party may bring an individual claim in small-claims court in any jurisdiction where venue is proper, so long as the claim remains in that court and is not removed or appealed to a court of general jurisdiction; and (b) either party may seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual-property rights, or unauthorized access to the Service, pending arbitration.

17.4 Class-action and jury-trial waiver. YOU AND THE COMPANY EACH AGREE THAT ALL CLAIMS SHALL BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. YOU AND THE COMPANY EACH WAIVE THE RIGHT TO A TRIAL BY JURY. If a court of competent jurisdiction finally determines that this class waiver is unenforceable as to a particular claim or request for relief, then that claim or request (and only that one) shall be severed and may proceed in court, and all remaining claims shall proceed in arbitration.

17.5 Coordinated filings. If twenty-five (25) or more arbitration demands of a substantially similar nature are filed against the Company by or with the assistance of the same or coordinated counsel or organizations, the demands shall be administered in staged proceedings under the AAA's Mass Arbitration Supplementary Rules (or successor procedures): the parties shall each select up to ten (10) demands to proceed first as bellwether arbitrations, the remaining demands shall be tolled and held in abeyance, and following each bellwether stage the parties shall engage in a global mediation session before further stages proceed.

17.6 Fees. Payment of filing, administration, and arbitrator fees will be governed by the AAA's rules. For claims seeking less than US $10,000 in which you are the claimant, the Company will pay all filing, administration, and arbitrator fees that exceed the amount you would have paid to file the claim in court, unless the arbitrator determines that the claim is frivolous or was brought for an improper purpose.

17.7 Thirty-day right to opt out. You may reject this Section 17 (other than the small-claims provision) without penalty by sending an email to legal@competeup.net within thirty (30) days after you first accept these Terms, stating your account email address and your decision to opt out of arbitration. Opting out of arbitration does not affect any other provision of these Terms.

17.8 Severability; survival. Except as provided in Section 17.4, if any portion of this Section 17 is held unenforceable, the remainder shall remain in full force. This Section 17 survives termination of these Terms and of your account.

18.General Provisions

18.1 Governing law; venue. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of [●], without regard to its conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. For any claim that is not subject to arbitration under Section 17, you and the Company submit to the exclusive jurisdiction and venue of the courts located in [●]. If you are a consumer habitually resident in the EU, EEA, or UK, you additionally benefit from any mandatory protections of, and may bring proceedings in, the courts of your country of habitual residence.

18.2 Entire agreement. These Terms — together with the Privacy Policy and any supplemental rules incorporated under Section 11 — constitute the entire agreement between you and the Company with respect to the Service and supersede all prior or contemporaneous agreements, communications, and understandings on that subject.

18.3 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.

18.4 No waiver. No failure or delay by the Company in exercising any right is a waiver of that right. A waiver is effective only if in writing and signed by the Company.

18.5 Assignment. You may not assign, delegate, or transfer these Terms or any of your rights or obligations under them, by operation of law or otherwise, without our prior written consent, and any attempted assignment in violation of this Section is void. The Company may freely assign these Terms, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets.

18.6 Limitation period. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES; OTHERWISE, IT IS PERMANENTLY BARRED.

18.7 Force majeure. The Company is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil disturbance, labor disputes, governmental action, utility or telecommunications failures, and acts or omissions of third-party providers.

18.8 Export and sanctions. You shall comply with all applicable export-control and economic-sanctions laws and regulations in connection with your use of the Service.

18.9 Electronic communications and notices. You consent to receive all notices, disclosures, and communications from the Company electronically, whether in-App or to the email address associated with your account, and you agree that electronic communications satisfy any legal requirement that a communication be in writing. Notices to the Company must be sent to legal@competeup.net.

18.10 No third-party beneficiaries. Except as expressly provided in Sections 14 and 15 (with respect to the Company Parties) and Section 16.5 (with respect to Apple), these Terms do not confer any rights or remedies on any third party.

18.11 Interpretation. Section headings are for convenience only and do not affect interpretation. "Including" and its variants mean "including without limitation."

19.Intellectual-Property Complaints

We respect intellectual-property rights and expect users to do the same. If you believe that content available through the Service infringes your copyright or other intellectual-property rights, send a written notice to legal@competeup.net that includes: (a) identification of the protected work; (b) identification of the allegedly infringing material and information sufficient to locate it; (c) your name, address, telephone number, and email address; (d) a statement that you have a good-faith belief that the use is not authorized by the rights owner, its agent, or the law; (e) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the rights owner or authorized to act on the owner's behalf; and (f) your physical or electronic signature. We will process valid notices in accordance with applicable law, including the U.S. Digital Millennium Copyright Act where applicable, and we will terminate the accounts of repeat infringers in appropriate circumstances.