Terms of Use Agreement for BattlegroundAI
Last Updated: August 6, 2024
Welcome to BattlegroundAI. Please read onto learn the rules and restrictions that govern your use of our website(s),products, services and applications (the “Services”).
TheseTerms of Use (the “Terms”) are a binding contract between you and BATTLEGROUNDAI LLC (“BattlegroundAI,”“we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use theServices. These Terms include the provisions in this document as well as those in the Privacy Policy. Your use of or participation in certainServices may also be subject to additional policies, rules and/or conditions(“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.
Please read these Terms carefully. They cover important information aboutServices provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS;IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREET HAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAW SUIT OR CLASS-WIDE ARBITRATION.
Will these Terms ever change?
We are constantly trying to improve ourServices, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://www.battlegroundai.com/, send you an email, and/or notify you by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What about my privacy?
BattlegroundAI takes the privacy of its users very seriously. For the current BattlegroundAI Privacy Policy, please click here.
Children’sOnline Privacy Protection Act
The Children’s Online PrivacyProtection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 16 years of age. We do not knowingly collector solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us personal information, please contact us at [email protected].
What are the basics of using BattlegroundAI?
You may be required to sign up for an account, select a password and user name (“BattlegroundAI User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your BattlegroundAI User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
You represent and warrant that you are an individual of legal age to form a binding contract. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to“you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You agree and acknowledge that BattlegroundAI is free to deny or discontinue Services for any user, in its sole and absolute discretion, including if BattlegroundAI determines that such user violates BattlegroundAI’s mission.
You will only use the Services only in a manner that complies with all laws that apply to you. If your use of theServices is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your BattlegroundAI User ID, account or password with anyone, and you must protect the security of your BattlegroundAI User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with yourBattlegroundAI User ID and account.
Are there restrictions in how I can use the Services?
You represent, warrant, and agree that you will not provide or contribute anything, including any User Content to theServices, or otherwise use or interact with the Services, in a manner that:
(a) infringes or violates the intellectual property rights orany other rights of anyone else (including BattlegroundAI);
(b) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by BattlegroundAI;
(c) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(d) jeopardizes the security of your BattlegroundAI User ID, account or anyone else’s (such as allowing someone else to log in to theServices as you);
(e) attempts, in any manner, to obtain the password, account, or other security information from any other user;
(f) violates the security of any computer network, or cracks any passwords or security encryption codes;
(g) runs Mail list, Listserv, any form of auto-responder or“spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on theServices’ infrastructure);
(h) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services (through use of manual or automated means);
(i) copies or stores any significant portion of the Services; or
(j) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to theServices.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
What are my rights in the Services?
BattlegroundAI owns and retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by BattlegroundAI for the purposes of this Agreement, including any copies and derivative works of the foregoing.
You own all data, inputs, information or other material provided, uploaded, or submitted by you to theService (the “User Content”), and all outputs generated through the Service and delivered to you in response to User Content input into the Service by you (the“Output”)
You agree and acknowledge that BattlegroundAI may (i) use, modify and share the User Content with third parties(including artificial intelligence technology partners) as necessary to provide the Services, (ii) generate Aggregated De-Identified Data (as defined below)and (iii) freely use, retain and make available Aggregated De-Identified Data for BattlegroundAI’s business purposes (including without limitation, for purposes of improving, testing, artificial intelligence model training, operating, promoting and marketing BattlegroundAI’s products and services). You hereby grant to BattlegroundAI all licenses necessary to enable the foregoing. “Aggregated De-Identified Data” means data submitted to, collected by, or generated byBattlegroundAI in connection with your use of the Service, but only in aggregate, de-identified form which is not linked specifically to you.
In the course of providing theService, BattlegroundAI may collect statistical data and performance information, analytics, meta-data or similar information, generated through instrumentation and logging systems, regarding the operation of the Service, including your use of the Service (the“Platform Data”). Nothing in this Agreement will restrict BattlegroundAI’s right to collect Platform Data or to use it for any internal business purpose, provided however, that (i) Platform Data will not include any User Content, and(ii) BattlegroundAI will not disclose Platform Data to any third party in a manner that allows such third party to identify you.
Third Party Providers and Artificial Intelligence
Certain Out put generated by the Service may be generated through use of artificial intelligence. You agree thatBattlegroundAI may, subject to the following terms, conditions, limitations and disclaimers, provide access to certain algorithms and tools that are trained on data sets and can generate text, images, video, sound or other outputs in response to user-generated prompts (together, “Generative AI”). By using any Generative AI through theService, you agree:
· Generative AI carries certain risks, including factually untrue outputs, biased outputs, data security vulnerabilities, IP infringement, privacy risks, and additional license terms;
· Generative AI is provided by third parties (“Providers”), and BattlegroundAI is not responsible for the acts or omissions of any Providers;
· There may be on-going and unresolved legal disputes regardingGenerative AI, including the right of Providers to ingest the data used to train the Generative AI;
· BattlegroundAI provides access to Generative AI without any warranty of any kind and hereby disclaims all warranties, express or implied, regarding the Generative AI and your use thereof, including, without limitation, all warranties of merchantability, fitness for a particular purpose, and non-infringement;
· You agree not to use the Generative AI in any manner that infringes or violates the intellectual property rights or any other rights of anyone else;
· Your use of Generative AI is at your own risk, and by using theGenerative AI, you agree to indemnify, hold harmless and hereby release, acquit and forever discharge BattlegroundAI from and against any and all claims, occurrences, actions, causes of action (whether at law or in equity), debts, damages, demands, offsets, payments, royalties, costs, attorney fees, obligations of every kind and nature, rights, liabilities, charges, expenses, contracts, promises, or agreements, direct or indirect, any claims for contribution or indemnity, and any claims for incidental or consequential loss or damage whether for loss of profit, loss of business, depletion of goodwill or otherwise, or other claims for incidental or consequential compensation, howsoever caused, regardless of the legal theory upon which they are based, whether known or unknown, claimed or suspected, fixed or contingent, now existing or arising at any time in the future, liquidated or unliquidated arising out of or relating to your use of Generative AI (collectively,“Claims”). The foregoing release: (a) is made on behalf of your respective successors, assigns, agents, employees, representatives and affiliates; (b) shall be construed to releaseBattlegroundAI’s affiliates and subsidiaries, predecessor and successor corporations or entities, and any and all of its past, present, and future investors, shareholders, officers, directors, employees, agents, representatives, attorneys, customers, partners, resellers, distributors and any and all other persons, firms, corporations, or entities acting by, through, under, or in concert with each of them; and (c) includes, but is not limited to, any and all Claims or demands in contract, tort, breach of statutory duty,or any other statutory or common law cause of action.
You acknowledge and agree that (i)you will not include any unnecessary or deceptive User Content in connection with you use of the Service (including in an attempt to steer the Service to generate inaccurate results); (ii) artificial intelligence and machine learning are rapidly evolving fields of study, and use of the Service may in some situations result in incorrect or inaccurate Output; (iii) you must verify the accuracy and appropriateness of any Output before relying on any such Output;(iv) relying upon any Output without first verifying accuracy with a qualified human could cause harm, including but not limited to legal, financial, and physical harm; and (v) you have no rights to materials that are generated from the Service for other users, regardless of any level of similarity. BattlegroundAI cannot control and has no duty to take any action regarding how you may interpret, rely on or use any Output or what actions you may take as a result of having been exposed to Output, and you hereby release BattlegroundAI from all liability for you having acquired or not acquired Output through the Service.
You represent and warrant that you have all rights necessary to provide the User Content to BattlegroundAI, and thatBattlegroundAI use thereof will not infringe, misappropriate or otherwise violate the rights of any third party (including, without limitation, intellectual property rights and rights of privacy). You are responsible for the use of theService by any person to whom you have given access to the Service. You agree and acknowledge that User Content may be irretrievably deleted if your account is ninety (90) days or more delinquent.
Who is responsible for what I see and do on the Services?
You are responsible for all User Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by BattlegroundAI. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that BattlegroundAI is not responsible for such risks.
BattlegroundAI has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, BattlegroundAI will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that BattlegroundAI shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site orServices, or between users and any third party, you agree that BattlegroundAI is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release BattlegroundAI, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Will BattlegroundAI ever change the Services?
We’re always trying to improve ourServices, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that content in violation of these Terms), in our sole discretion, and without notice.
Do the Services cost anything?
The Services may be free or we may charge a fee for using the Services. If you are using a free version of theServices, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.
a. Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see ourPaid Services page for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms.
b. Billing. We use a third-party payment processor (the “PaymentProcessor”) to bill you through a payment account linked to your account on theServices (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe,Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and theirPrivacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the PaymentProcessor. By choosing to use Paid Services, you agree to pay us, through thePayment Processor, all charges at the prices then in effect for any use of suchPaid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selectedPayment Method. We reserve the right to correct any errors or mistakes that thePayment Processor makes even if it has already requested or received payment.
c. Payment Method. The terms of your payment will be basedon your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosenPayment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
d. Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD,EMAIL [email protected]
e. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT.YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT,COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER,OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IFYOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
f. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized(other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
g. Auto-Renewal for Paid Services. Unless you opt out of auto-renewal, which can be done by [email protected] any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, email [email protected]. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. If you do not want to continue to be charged on a recurring monthly basis, you must cancel the applicable Paid Service by emailing [email protected],or terminate your BATTLEGROUNDAI account before the end of the recurring TERM. Paid Services cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these terms, BATTLEGROUNDAI will not refund any fees that you have already paid.
h. Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
i. Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us [email protected].
What if I want to stop using the Services?
You’re free to do that at any time by contacting us at [email protected]; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.
BattlegroundAI is also free to terminate(or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. BattlegroundAI has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any User Content or Output associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at [email protected] – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
What else do I need to know?
WarrantyDisclaimer. BattlegroundAI and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (BattlegroundAI and all such parties together, the “BattlegroundAI Parties”) make no representations or warranties concerning the Services, and the BattlegroundAI Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, orin any way related to your participation in, the Services. The BattlegroundAI Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND OUTPUT ARE PROVIDED BY BATTLEGROUNDAI (AND ITS LICENSORS AND SUPPLIERS) ONAN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONGAN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability.TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE BATTLEGROUNDAI PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL,INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO BATTLEGROUNDAI IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. You agree to indemnify and hold the BattlegroundAI Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to anyclaims relating to (a) your use of the Services (including any actions taken bya third party using your account), and (b) your violation of these Terms.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without BattlegroundAI's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law.These Terms are governed by and will be construed under the Federal ArbitrationAct, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.
Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with BattlegroundAI and limits the manner in which you can seek relief from BattlegroundAI. Both you and BattlegroundAI acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, BattlegroundAI's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right)to enforce these Terms against you as the third-party beneficiary hereof.
(a)Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, its hall be finally settled by binding arbitration in New York County, NY. The arbitration will proceed in the English language, in accordance with the JAMSStreamlined ArbitrationRules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
(b) Costs ofArbitration. The Rules will govern payment of all arbitration fees.
(c) Small Claims Court;Infringement. Either you or BattlegroundAI may assert claims, if they qualify, in small claims court in New York County, NY or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(d) Waiver of Jury Trial. YOU AND BATTLEGROUNDAI WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OFA JUDGE OR JURY. You and BattlegroundAI are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you andBattlegroundAI over whether to vacate or enforce an arbitration award, YOU AND BATTLEGROUNDAI WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor BattlegroundAI is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out.You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: [PhysicalAddress], [City], [STATE] [ZIP CODE] postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
(g) ExclusiveVenue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or BattlegroundAI to litigate any dispute arising out of or relating to the subject matter of theseTerms in court, then the foregoing arbitration agreement will not apply to either party, and both you and BattlegroundAI agree that any judicial proceeding(other than small claims actions) will be brought in the state or federal courts located in, respectively, New York County, NY, or the federal district in which that county falls.
(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void.This arbitration agreement will survive the termination of your relationship with BattlegroundAI.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the BattlegroundAI may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and BattlegroundAI agree that these Terms are the complete and exclusive statement of the mutual understanding between you and BattlegroundAI, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You here by acknowledge and agree that you are not an employee, agent, partner, or joint venture of BattlegroundAI, and you do not have any authority of any kind to bindBattlegroundAI in any respect whatsoever.
Except as expressly set forth in the section above regarding the arbitration agreement, you andBattlegroundAI agree there are no third-party beneficiaries intended under theseTerms.