Terms & Conditions

10. Subscriptions

10.1 Subscriptions. We may charge a subscription fee to access certain services on the Platform. If you purchase a subscription, you can find the specific details regarding your subscription by logging in to your account and viewing your subscription details. Subscription fees are non-refundable. Once your original subscription expires, it will automatically renew according to the terms of your subscription offer. 

If you don't want your subscription to renew, you can cancel it before the renewal by logging into your account and following the cancellation instructions that are provided. If you cancel your subscription, you will still have access for the remainder of time for which you have already paid.​

10.2 Billing. By providing a credit card or other payment method for your subscription (“Payment Method”), you are expressly agreeing that we or an independent third-party selected by, but not affiliated with, us (the “Payment Service”) are authorized to charge you a periodic subscription fee on a recurring basis corresponding to the term of your subscription, any other fees for additional services you may purchase, and any applicable taxes in connection with your subscription to the Payment Method. When you provide a Payment Method to access a subscription, including in connection with a free trial offer, our Payment Service will attempt to verify the information you entered. The Payment Service will do this by processing an authorization hold, which is a standard practice. In some instances, this authorization may reduce your available balance or credit limit during the free trial period. If your Payment Method expires and you do not update your Payment Method information or duly cancel your subscription before it automatically renews, you authorize the Payment Service to continue billing, and you will remain responsible for any uncollected amounts. If we are unable to obtain a valid Payment Method, we may, at our discretion, suspend and/or cancel your subscription and access without further notice.

As used in this Agreement, “billing” shall indicate either a charge or debit, as applicable, against your Payment Method. The subscription fee will be billed at the beginning of your subscription or expiration of your free trial period, if any, whichever is earlier, and in connection with every automatic renewal thereafter, unless and until you duly cancel your subscription.

The Company reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next billing period following the date of the change. The Company will give you advance notice of these increases and you will have the opportunity to cancel your subscription prior to incurring the new charges. 

10.3 Ongoing Subscription. Your subscription will continue in effect unless and until you cancel your subscription or the Account. You must cancel your subscription before your next payment date in order to avoid the next billing. PAYMENTS ARE NON-REFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED SUBSCRIPTION PERIODS.

10.4 Promotional Offers and Free Trials. If we offer you a promotion (e.g., a promotional price) for your subscription, the specific terms of the promotion will be disclosed during your sign-up or in other materials provided to you describing the particular promotion. In the case of promotional pricing, after your promotion ends, the Payment Service will begin billing your Payment Method for your subscription at the regular price unless you cancel prior to the end of your promotion or unless otherwise disclosed in communications made available to you.

On occasion, we may offer free trials for certain qualifying users. If we offer you a free trial, the specific terms of your free trial will be stated in the material describing the particular free trial or during your sign-up. Certain limitations may exist with respect to combining free trials with any other offers. Once your free trial period ends, your subscription will convert to a paid subscription, and the Payment Service will begin billing your Payment Method for your subscription fees (plus any applicable taxes), unless you duly cancel prior to the end of your free trial. For that reason, unless otherwise indicated in the free trial description, you will be asked to set up a valid Payment Method when redeeming a free trial offer.

You will not receive a notice from the Company that your free trial has ended and that payment for your subscription is due, except as otherwise required by law. If you wish to avoid charges to your Payment Method, you must duly cancel your subscription prior to the last day of your free trial period. 

 

11. PROMOTION- TERMS OF PARTICIPATION

11.1. The Promotion can only be played with Chips. Chips can be obtained via promotional bonuses, such as promotional giveaways, bonus with purchase of Hands Analysis, and the free, alternative method of entry.

11.2. It is the sole responsibility of a Participant to determine whether the Promotion is legal and compliant with all regulations in the jurisdiction in which the Participant resides.

11.3. On the Platform, there may be different games. The amount of Chips required to play each game will be detailed next to the game.

11.4. The amount that can be won while playing a Promotion will be shown in the Platform.

11.5. The Company’s decisions as to the administration and operation of the Promotion and the amount of Chips are final and binding.

 

12. PROMOTIONS- ADDITIONAL TERMS AND CONDITIONS

12.1. All contests and promotions are subject to these Terms and Conditions, and to additional terms that may be published at the time of the promotion.

12.2. In the event and to the extent of any conflict between these Terms and Conditions and any promotion-specific terms and conditions, the promotion-specific terms and conditions will prevail.

12.3. The Company reserves the right to withdraw or modify such promotions without prior notice to you.

12.4. If, in the reasonable opinion of the Company, a Registered Customer is abusing any promotion, to derive any advantage or gain for themselves or other Registered Customers, including by way of Fraudulent Conduct, we may, at our sole discretion, withhold, deny, or cancel any advantage, bonus or access to the Platform as we see fit.

12.5. Without limiting clause 17, you confirm that you grant the Company an irrevocable, perpetual, worldwide, non-exclusive, royalty-free license to use in whatever way we see fit, and without further acknowledgement of you as the author, any Content you post or publish as part of a promotion, contest or competition.

 

13. Winning Chips

13.1. Promotions

a) Only Chips can be won in the Promotion. All winners are subject to verification by Company and the decisions of Company are final and binding in all matters related to the Promotion. A Participant is not a winner, even if the online screen indicates they are, unless and until the Participant’s eligibility has been verified and the Participant has fully complied with these Terms and Conditions and been notified that verification is complete. Company will not accept screen-shots or other purported evidence of winning in lieu of its validation process.

b) Only Chips that are won in a Promotion qualify to be exchanged.

c) The odds of winning and amount of Chips won will vary according to the Chips entered, gameplay, etc. The Company reserves the right to change the win rates and odds of the Promotion at any time. It is a Participant’s responsibility to check on each occasion before they participate.

d) No Chips exchange can be completed without completing the verification process.

e) WINNER’S LIST: To obtain a copy of a legally-required winner’s list, send an email to support@clubwptgold.com

13.2. Exchanging Chips

a) The Chips eligible to be exchanged will be identified on the website (i.e. currently limited to those won in a Promotion, and, a limited number per day and per request) and can change from time to time at the Company’s discretion.

13.3. Limits, Fees, and other Restrictions

a)The Company reserves the right to charge fees for processing the exchange of Chips and to set a minimum threshold for Chips exchange request.

b) All foreign exchange transaction fees, charges, or related costs that you may incur as a result of, or in relation to, payments made by the Company to you are to be borne solely by you, including but not limited to any losses or additional costs arising from foreign exchange fluctuations.

c) In New York and Florida, the maximum number of Chips won on any one spin or play is 5,000 Chips and anything in excess of 5,000 Chips will be reduced to 5,000 Chips.

d) We reserve the right, in our sole discretion, to suspend or limit the exchange of Chips.

e) A potential winner may be required to sign and return an affidavit to Company, an affidavit/declaration of eligibility, and liability/publicity release (except where prohibited) in order to claim their winnings. Except where prohibited, participation in the Promotion constitutes each Participant’s consent to Company’s and its agent’s use of Participant’s name, likeness, photograph, voice, opinions and/or hometown and state/province/territory for promotional purposes in any media, worldwide, without further payments, notice or consideration.

f) If a potential winner cannot be contacted, fails to comply with section 6 (if requested) within the required time period, or fails to comply with these terms or the rules, or if the winnings or winnings notification is returned as undeliverable, that potential winner forfeits the winnings.

13.4. Joint Wallets

a) When you choose to send funds into a joint account or joint wallet,  one of the names on the joint account or joint wallet must match the name you provided when registering your Customer Account (or your verified name and all verification checks we require in relation to you and the other account holder are completed to our satisfaction). For the avoidance of doubt, if either joint account holder does not satisfy our verification requirements, as determined solely at our discretion, we will not make payments into the nominated joint account.

b) No funds will be sent to 

(i) a joint account or joint wallet where one of the joint owners is a minor; or

(ii) custodial accounts; or

(iii) any account held on trust for, or for the benefit of, a third party (including a minor). 

13.5. Timing and Frequency for Chips Exchanges

a) We process exchange requests for Chips in the order in which they are received. Our goal is to process your request as soon as practicable.

b) We will only process one Chips exchange request per Customer Account in any 24-hour period.

c) There may be delays in payments due to our identity verification process. Certain Payment Mediums will require additional verification at the time of the exchange request.

d) The Company may impose a minimum threshold (e.g. 100 Chips) and other restrictions as determined by the Company in its sole discretion. 

e) Where you submit a Chips exchange request, you acknowledge and agree that it may take up to ten (10) business days to process the relevant amount into your nominated bank account. 

13.6. Refused & Mistaken Credits

(a) If we mistakenly credit your Customer Account from time to time with Hands Analysis or Chips that do not belong to you, whether due to a technical error, human error or otherwise, the amount credited will remain property of the Company and will be deducted from your Customer Account. If you have been transferred crypto currency or gift cards that do not belong to you prior to us becoming aware of the error, the mistakenly paid amount will (without prejudice to other remedies and actions that may be available at law) constitute a debt owed by you to us. In the event of an incorrect crediting, you are obliged to notify Player Support.

(b) If you choose to submit a Chips exchange request but refuse to accept payments made to your nominated bank account by the Company, you must refuse the amount in its entirety. Where you refuse to accept payment to your nominated bank account more than twice in any three-month period, the Company reserves the right to suspend your Customer Account to undertake investigations to ensure that the Platform is not being used as a vehicle for fraudulent activity.

 

14. VERIFICATION

14.1. Verification Checks

a) You agree that we are entitled to conduct any identification, credit, and other verification checks that we may reasonably require and/or that are required of us under applicable laws and regulations or by relevant regulatory authorities or to otherwise prevent financial crime.

b) Until all required verification checks are completed to our satisfaction:

i. any request you have made for a Chips exchange will remain pending; and

ii. we are entitled to restrict your Customer Account in any manner that we may reasonably deem appropriate, including by suspending or deactivating your Customer Account.

c) We reserve the right to carry out additional verification procedures in accordance with our internal anti-financial crime policies, including without limitation for any cumulative or single exchange request exceeding a value of 2,000 Chips. Verification procedures may, for example, include requests for, and our examination of, copies of your

(i) identification documents (including photo identification) such as a passport;

(ii) proof of your address such as a utility bill; and

(iii) source of wealth or source of funds documentation such as a pay slip or bank statement.

d) Where any identification, credit or other verification check we require cannot be completed to our satisfaction because you have not provided any document we request from you in the form that we require within 30 days’ of the date the document was first requested, then we are under no obligation to continue with the verification check and we may, in our sole discretion, deactivate or otherwise restrict your Customer Account in any manner that we may reasonably deem appropriate. 

e) Customers who seek to exchange Chips held in a deactivated account should contact Player Support.

f) Nothing in this provision should be construed as conveying a right to any such exchange request. Your rights in that regard are as set out elsewhere in these Terms and Conditions.

14.2. External Verification Checks

You agree that the Company may use third party service providers to run external identification and other verification checks on all Customers on the basis of the information provided by you from time to time.

 

15. RESPONSIBLE SOCIAL GAMEPLAY

15.1. Policy

a) The Company actively supports responsible social gameplay and encourages its Customers to make use of a variety of responsible social gameplay features so as to better manage their Customer Account.

b) The Company is committed to providing excellent customer service. As part of that pledge, the Company is committed to supporting responsible social gameplay. Although the Company will use all reasonable endeavors to enforce its responsible social gameplay measures, the Company does not accept any responsibility or liability if you nevertheless continue gameplay and/or seek to use the Platform with the intention of deliberately avoiding the relevant measures in place and/or the Company is unable to enforce its measures/policies for reasons outside of the Company’s reasonable control.

15.2. Self-Exclusion

You may, at any time, request to take a break, self-exclude or permanently close your Customer Account. Additional information about the self-exclusion process can be found in the Company’s Responsible Social Gameplay Policy.

 

16. FRAUDULENT CONDUCT

16.1. As a condition to access the Platform, you may not, directly or indirectly:

a) hack into any part of the Platform through password mining, phishing, or any other means;

b) attempt to modify, reverse engineer, or reverse-assemble any part of the Platform;

c) knowingly introduce viruses, Trojans, worms, logic bombs, spyware, malware, or other similar material;

d) circumvent the structure, presentation or navigational function so as to obtain information that the Company has chosen not to make publicly available on the Platform;

e) engage in any form of cheating or collusion;

f) use the Platform and the systems of the Company to facilitate any type of illegal money transfer (including money laundering proceeds of crime); or

g) participate in or take advantage of, or encourage others to participate in or take advantage of schemes, organizations, agreements, or groups designed to share:

i. special offers or packages emailed to a specific set of Customers and via a URL; or

ii. identification documents (including, but not limited to, photographs, bills and lease documents) for the purpose of misleading the Company as to a Customer’s identity.

16.2. You must not use the Platform for any unlawful or fraudulent activity or prohibited transaction (including Fraudulent Conduct) under the laws of any jurisdiction that applies to you. We monitor all transactions in order to prevent money laundering.

16.3. If the Company suspects that you may be engaging in, or have engaged in fraudulent, unlawful or improper activity, including money laundering activities or any conduct which violates these Terms and Conditions, your access to the Platform will be deactivated immediately and your Customer Account may be deactivated or suspended. If your Customer Account is deactivated or suspended under such circumstances, the Company is under no obligation to reverse any purchases you have made or to exchange anything that may be in your Customer Account. In addition, the Company may pass any necessary information on to the relevant authorities, other online service providers, banks, credit card companies, electronic payment providers or other financial institutions. You shall cooperate fully with any  investigation into such activity conducted by the Company.

16.4. If you suspect any unlawful or fraudulent activity or prohibited transaction by another Customer, please notify us immediately via Player Support.

 

17. INTELLECTUAL PROPERTY

17.1. The computer software, the computer graphics, the Platform and the user interface that we make available to you is owned by, or licensed to, the Company or its associates and protected by copyright laws. You may only use the software for your own personal, recreational uses in accordance with all rules, terms and conditions we have established (including these Terms and Conditions) and in accordance with all applicable laws, rules and regulations.

17.2. You acknowledge that the Company is the proprietor or authorized licensee of all intellectual property in relation to any Content.

17.3. Your use of the Platform does not provide you with any intellectual property rights in the Content or Platform.

17.4. You grant us and represent and warrant that you have the right to grant us, an irrevocable, perpetual, worldwide, non-exclusive, royalty-free license to use in whatever way we see fit, any information, images, videos, comments, messages, music or profiles you publish or upload to any website or social media page controlled and operated by the Company.

17.5. You must not reproduce or modify the Content in any way, including by removing any copyright or trademark notice.

17.6. All trademarks and logos displayed in the Platform is the property of their respective owners and are protected by applicable trademark and copyright laws.

 

18. THIRD PARTY WEBSITES, LINKS OR GAMES

18.1. Third Party Websites.

a) You acknowledge and agree that the Company is not responsible for any Third Party Websites and makes no guarantee as to the content, functionality, or accuracy of any Third Party Website.

b) You further acknowledge that any Third Party Websites purporting to offer Hands Analysis or Chips for the Platform are not authorized to do so. Any purported Third Party Websites purporting to do so may be an effort to induce you to reveal personal information (including passwords, account information and credit card details). You agree that the Company is not responsible for any actions you take at the request or direction of these or any other Third Party Websites.

c) WE DO NOT AUTHORIZE ANY THIRD PARTY TO OFFER HANDS ANALYSIS OR CHIPS. ANY SUCH OFFER SHOULD BE DEEMED FRAUDULENT AND DISREGARDED.

18.2. Links

a) Any links to Third Party Websites do not:

i. indicate a relationship between the Company and the third party; or

ii. indicate any endorsement or sponsorship by the Company of the Third Party Website, or the goods or services it provides, unless specifically indicated by the Company.

b) Where a website controlled and operated by the Company contains links to certain social networking sites, such as Facebook® and X (formerly known as Twitter)®, you acknowledge and agree that:

i. any comments or content that you post on such social networking sites are subject to the terms and conditions of that particular social networking site;

ii. you will not post any comments that are false, misleading or deceptive or defamatory to us, our employees, agents, officers or other Customers; and

iii. we are not responsible or liable for any comments or content that you or others post on social networking sites.

 

19. DISRUPTIONS AND CHANGE

19.1. No warranties

The Platform (including the downloadable software and/or mobile application) is provided on an “as is” basis. We do not make any representations or warranties in connection with the Platform, and, to the fullest extent permitted by law, we expressly disclaim any warranty or representation, whether express or implied, including, but not limited to, the satisfactory quality, fitness for purpose, completeness or accuracy of the Platform (including the Content).

19.2. Malfunctions

a) WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE THE PLATFORM, ANY OF YOUR ACCOUNT(S), OR THE CONTENT WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

b) The Company is not liable for any downtime, server disruptions, lagging, or any technical or political disturbance to the Platform, nor attempts by you to Participate by methods, means or ways not intended by us.

c) The Company accepts no liability for any damages or losses which are deemed or alleged to have arisen out of or in connection with any Platform or its Content including, without limitation, delays or interruptions in operation or transmission, loss or corruption of data, communication or lines failure, any person’s misuse of a Platform or its Content or any errors or omissions in Content.

d) In the event of a Platform system malfunction all game play on that Platform is void.

e) In the event a game is started but fails to conclude because of a failure of the system, the Company will use commercially reasonable efforts to reinstate the amount of Chips in the game to you by crediting it to your Customer Account.

f) The Company reserves the right to alter Customer balances and account details to correct mistakes.

g) The Company reserves the right to remove any part of the Platform at any time. Anything  that indicates incorrect behavior affecting game data, Hands Analysis or Chips balances, etc. that may be due to misconfiguration or a bug, will be canceled and removed from the Platform. Customer balances and account details may be altered by the Company in such cases in order to correct any mistake.

19.3. Changes to the Platform

The Company reserves the right to suspend, modify, remove, or add Content to the Platform at its sole discretion with immediate effect and without notice to you. We will not be liable to you for any loss suffered as a result of any changes made or for any modification or suspension of or discontinuance of the Platform and you will have no claims against the Company in such regard.

19.4. Service Suspension

We may temporarily suspend the whole or any part of the Platform for any reason at our sole discretion. We may, but will not be obliged to, give you as much notice as is reasonably practicable of such suspension. We will restore the Platform, as soon as is reasonably practicable, after such temporary suspension.

19.5 Viruses

Although we take reasonable measures to ensure that the Platform is free from viruses we cannot and do not guarantee that the Platform is free of such problems. It is your responsibility to protect your systems and have in place the ability to reinstall any data or programs lost due to a virus.

 

20. PRIVACY POLICY

20.1. The Company is committed to protecting and respecting your privacy and complying with all applicable data protection and privacy laws.

20.2. Our Privacy Policy is incorporated into these Terms and Conditions and its acceptance is a prerequisite to account registration.

20.3. You consent to receive marketing communications from the Company in respect of its offerings by way of email, notifications, any of which you may unsubscribe from at any time by contacting Player Support.

21. USE OF LIVE CHAT SERVICES

21.1. We may provide you with a Live Chat service to talk to our Player Support representatives or to talk to other Customers. It is your responsibility to use these services only for their intended purposes. You are not permitted to use our Live Chat services for illegal purposes.

21.2. Be careful what you post on any Live Chat service. We review and moderate chats and keep a log and record of statements. Your use of the Live Chat service should be for recreational and social purposes only.

21.3. Spamming on Live Chat is prohibited. You are prohibited from intimidating, harassing or abusing other Customers or the Company’s employees and representatives.

21.4. You will not use any Live Chat service to engage in any form of harassment or offensive behavior, including but not limited to, threatening, derogatory, abusive or defamatory statements, or racist, sexually explicit, pornographic, obscene, or offensive language.

21.5. You will not use any Live Chat service to infringe the privacy rights, property rights, or any other rights of any person.

21.6. You will not submit any kind of material or information on any Live Chat service that is fraudulent or otherwise unlawful or violates any law.

21.7. You will not use any Live Chat service to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services of other forums.

21.8. You will not use any Live Chat service to distribute, promote or otherwise publish any kind of malicious code or do anything else that might cause harm to the Platform or to other Customer’s systems in any way.

21.9. We reserve the right to monitor anything and everything submitted by you to any Live Chat service to ensure that it conforms to content guidelines that are monitored by us and subject to change from time to time.

21.10. If you breach any of the provisions relating to a Live Chat service, we may ban you from using that Live Chat service or all Live Chat services and/or suspend or deactivate your Customer Account. If we deactivate your Customer Account, we reserve the right to cancel or refuse any exchange requests.

21.11. We reserve the right to remove any Live Chat service from the Platform if abused.

21.12. We will not be liable if damage arises out of the Live Chat service.

21.13. You agree to indemnify us against any damage arising out of your illegal, unlawful or inappropriate conduct or arising out of violation of the provisions in clause 21 or any other rules on the Platform applying to the Live Chat service.

21.14. You will not collude in any way through the Live Chat service. Customers are encouraged to report any suspicious behavior to Player Support via this form.

21.15. We reserve the right to report any suspicious behavior or chats on the Live Chat service to legal authorities if we deem it necessary or appropriate to do so. 

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22. COMPLAINTS AND PLAYER SUPPORT

22.1. You may send correspondence, including inquiries or complaints, to Player Support.
22.2. TO PROTECT YOUR PRIVACY, ALL EMAIL COMMUNICATIONS BETWEEN YOU AND THE COMPANY SHOULD BE CARRIED OUT USING THE EMAIL ADDRESS THAT YOU HAVE REGISTERED ON YOUR CUSTOMER ACCOUNT. FAILURE TO DO SO MAY RESULT IN OUR RESPONSE BEING DELAYED.

22.3. The following information must be included in any written communication with the Company (including a complaint):

a) your username;

b) your first and last name, as registered on your Customer Account;

c) a detailed explanation of the complaint/claim; and

d) any specific dates and times associated with the complaint/claim (if applicable).

22.4. Failure to submit a written communication with the information outlined above may result in a delay in our ability to identify and respond to your correspondence in a timely manner.

22.5. The Company will endeavor to respond to correspondence within 10 days from the receipt of the same.

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23. DEACTIVATION/SUSPENSION OF ACCOUNT

23.1. Without limiting Section 4 of these Terms and Conditions, we reserve the right, at our sole discretion, to deactivate or suspend your Customer Account (notwithstanding any other provision contained in these Terms and Conditions) where we have reason to believe that you have engaged or are likely to engage in any of the following activities:

a) you breached, or assisted another party to breach, any provision of these Terms and Conditions, or we have a reasonable ground to suspect such breach;

b) you have more than one Customer Account, including any inactive account, on any Platform;

c) the name registered on your Customer Account does not match the name on (i) your Payment Medium used to make purchases or (ii) the account into which you elect to direct funds you do not legally and beneficially own such Payment Medium or account;

d) your communication with us or other Customers consists of harassment or offensive behavior, including (but not limited to) threatening, derogatory, abusive or defamatory statements, or racist, sexually explicit, pornographic, obscene or offensive language;

e) your Customer Account is deemed to be an inactive account;

f) you become bankrupt;

g) you provide incorrect or misleading information;

h) your identity or source of wealth or source of funds (if requested) cannot be verified;

i) you attempt to use your Customer Account through a VPN, proxy or similar service that masks or manipulates the identification of your real location, or by otherwise providing false or misleading information regarding your citizenship, location or place of residence, or by playing or using the Platform through a third party or on behalf of a third party;

j) you are not over 18 years of age or such higher minimum legal age of majority as stipulated in the jurisdiction of your residence;

k) you are located in a jurisdiction where participation is illegal;

l) you have allowed or permitted (whether intentionally or unintentionally) someone else to Participate using your Customer Account;

m) you have played in tandem with other Customer(s) as or played in a coordinated manner with other Customer(s) involving the same (or materially the same) selections;

n) without limiting Section 7 of these Terms and Conditions, where the Company has received a “charge back”, claim or dispute and/or a “return” notification via your Payment Medium;

o) you have failed our due diligence procedures, or are found to be colluding, cheating, money laundering or undertaking any kind of fraudulent activity; or

p) it is determined by the Company that you have employed or made use of a system (including machines, computers, software or other automated systems such as bots) which give you an unfair advantage.

23.2. The Company reserves the right to suspend your account at its own discretion whenever such suspension is needed in order to protect the Platform, its business interests, the public in general or other Customers.

23.3. If the Company deactivates or suspends your Customer Account for any of the reasons referred to in Section 23.1 above, you will be liable for any and all claims, losses, liabilities, damages, costs and expenses incurred or suffered by the Company (together “Claims”) arising therefrom and you will indemnify and hold the Company harmless on demand for such Claims.

23.4. If we have reasonable grounds to believe that you have participated in any of the activities set out in Section 23.1 above then we reserve the right to withhold all or part of the balance and/or recover from your Customer Account any Hands Analysis or Chips that are attributable to any of the activities contemplated in Section 23.1. In such circumstances, your details may be passed on to any applicable regulatory authority, regulatory body or any other relevant external third parties.

23.5. If your Customer Account is deactivated as a result of closure of the Platform or similar event (e.g. legislative and/or regulatory action or threatened action in your jurisdiction), we will make commercially reasonable efforts to enable the exchange of any existing Chips associated with your Customer Account, but all of your rights to otherwise use, enjoy or benefit from the Hands Analysis or Chips will be terminated.

23.6. The rights set out in clause 23 are without prejudice to any other rights that we may have against you under these Terms and Conditions or otherwise.

 

24. INDEMNITY AND LIMITATION OF LIABILITY

24.1. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, SUBSIDIARIES, PARENT ENTITIES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND CONTRACTORS (“INDEMNIFIED PERSONS”) FROM AND AGAINST ANY CLAIMS, SUITS, ACTIONS, DEMANDS, DISPUTES, ALLEGATIONS, OR INVESTIGATIONS BROUGHT BY ANY THIRD-PARTY, GOVERNMENTAL AUTHORITY, OR INDUSTRY BODY, AND ALL LIABILITIES, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES, COSTS, AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH:

a) YOUR ACCESS TO OR USE OF THE PLATFORM, AND/OR YOUR INABILITY TO ACCESS OR USE THE PLATFORM;

b) YOUR BREACH OR ALLEGED BREACH OF THESE TERMS AND CONDITIONS OR YOUR VIOLATION OF ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, INCLUDING ANY TERMS AND CONDITIONS INCORPORATED BY REFERENCE HEREIN;

c) YOUR VIOLATION OF ANY LAW, RULE, OR REGULATION;

d) YOUR VIOLATION OF THE RIGHTS OF ANY THIRD-PARTY;

e) RE-USE OF ANY CONTENT AT, OR OBTAINED FROM, THE PLATFORM OR ANY OTHER SOURCE WHATSOEVER;

f) FACILITATING OR MAKING A PAYMENT INTO YOUR CUSTOMER ACCOUNT; AND

g) ACCEPTANCE AND USE OF ANY HANDS ANALYSIS OR CHIPS  OR THE INABILITY TO ACCEPT OR USE ANY HANDS ANALYSIS OR CHIPS.

24.2. Limitation of Liability

a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL WE OR OUR AFFILIATES, SUBSIDIARIES, PARENT ENTITIES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS, BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE:

i) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOST REVENUE, INCOME, GOODWILL, USE OF DATA OR OTHER INTANGIBLE LOSSES, WHETHER ARISING OUT OF OR IN CONNECTION WITH OUR SITES, THE PLATFORM, YOUR ACCOUNT(S),  THESE TERMS AND CONDITIONS, AND/OR ANY OTHER ACT OR OMISSION BY US.

ii) FOR MORE THAN THE AMOUNT YOU HAVE PAID US IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM PURSUANT TO SECTION 26 BELOW. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID US ANY AMOUNTS IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO STOP USING THE PLATFORM AND TO CLOSE YOUR CUSTOMER ACCOUNT.

b) YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS IN SECTIONS 19 AND 23, AND THE INDEMNITIES AND LIMITATIONS OF LIABILITY IN SECTION 24, ARE MATERIAL AND BARGAINED-FOR BASES OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS AND CONDITIONS. 

c) We are not liable for any breach of these Terms and Conditions where the breach is due to abnormal and unforeseeable circumstances beyond our control, nor are we liable where the breach is due to any action or inaction which is necessary or desirable in order to comply with any laws, rules, or regulations.

d) Depending on where you reside and use the Platform, some of the limitations contained in Section 24 may not be permissible. In such case, the remaining limitations will apply to you to the maximum extent permissible.

24.3. Negligence and Willful Misconduct

NOTHING IN THESE TERMS AND CONDITIONS WILL OPERATE SO AS TO EXCLUDE ANY LIABILITY OF THE COMPANY FOR DEATH OR PERSONAL PHYSICAL INJURY THAT IS DIRECTLY AND PROXIMATELY CAUSED BY THE COMPANY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

24.5. Survival of Obligations

THIS CLAUSE 24 (INDEMNITY AND LIMITATION OF LIABILITY) SURVIVES THE TERMINATION OF THESE TERMS AND CONDITIONS FOR ANY REASON.

 

25. COMPANY IS NOT A FINANCIAL INSTITUTION

25.1. You will not treat the Company or its Platform as a financial institution.

25.2. The Company does not provide advice regarding tax and/or legal matters. Customers who wish to obtain advice regarding tax and legal matters are advised to contact appropriate advisors.

 

26 DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE

26.1. PLEASE READ THIS SECTION 26 CAREFULLY AS IT REQUIRES YOU TO ARBITRATE DISPUTES AGAINST THE COMPANY ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE COMPANY.

26.2. This Section 26 (Dispute Resolution and Agreement to Arbitrate) shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law provision set out in these Terms and Conditions.

26.3. By agreeing to these Terms and Conditions, you agree that any and all past, present and future disputes, claims or causes of action between you and the Company or any of its affiliates, subsidiaries, parent entities, partners, officers, directors, employees, contractors, shareholders, agents, licensors, subcontractors or suppliers, which arise out of or are related in any way to these Terms and Conditions, the formation of these Terms and Conditions, the validity or scope of this clause 26 (Dispute Resolution and Agreement to Arbitrate), your Participation in or other access to or use of the Platform, or any other dispute between you and the Company or any of its affiliates, subsidiaries,  parent entities, partners, officers, directors, employees, contractors, shareholders, agents, licensors, subcontractors or suppliers, including as to the arbitrability of any of the foregoing, and whether arising prior to or after your agreement to this Section 26 (Dispute Resolution and Agreement to Arbitrate) (all of the foregoing, collectively “Disputes”), will be governed by the procedure set out below.

26.4. Whether to agree to arbitration is an important decision. It is your decision to make and you ARE NOT REQUIRED TO rely solely on the information provided in these Terms and Conditions. You should take reasonable steps to conduct further research and, if you wish, to consult with legal counsel of your choice.

26.5. Informal Complaint Resolution

We want to address any concerns or Disputes you may have without the need for formal dispute resolution. Therefore, before filing any arbitration demand or other claim of any kind against the Company or any of its affiliates, subsidiaries, ultimate parent and parent companies, partners, officers, directors, employees, contractors, shareholders, agents, licensors, subcontractors or suppliers, you agree to notify us in writing of the nature of your concern and/or Dispute and to try in good faith using best efforts to resolve it in accordance with Section 22. If your concern or Dispute is not resolved after exhausting the internal complaints process outlined in Section 22, only then may you initiate an arbitration as set out in this Section 26. During the arbitration, the amount of any settlement offer made by you or the Company shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

26.6 Arbitration

a) We Both Agree to Arbitrate. By agreeing to these Terms and Conditions, both you and the Company agree that any and all Disputes, including without limitation any question regarding the existence, validity, enforceability, or termination of these Terms and Conditions and/or this Section 26 (Dispute Resolution and Agreement to Arbitrate), shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (AAA), the rules of which are deemed to be incorporated by reference into this clause. In agreeing to this binding commitment to arbitrate your Disputes, you agree that you waive any right to proceed in a court of law or to have your claims heard by a jury. The arbitration shall: (1) be conducted by a single, neutral arbitrator in the English language; (2) be held virtually and not in person for all proceedings related to the arbitration, except by mutual agreement of all parties; and (3) be limited to one deposition per party, except by mutual agreement of all parties. Furthermore, in cases where neither party’s claim(s) or counterclaim(s) exceed $25,000, both parties agree to waive an arbitration hearing and resolve the dispute solely through submissions of documents to the arbitrator. No award or procedural order made in the arbitration shall be published. The AAA rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.

b) Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.

c) Both you and the Company agree not to make any argument that the AAA is an inconvenient forum or otherwise incompetent or without authority or jurisdiction to hear any Dispute, and expressly waive any and all such arguments.

26.7. Arbitration to Proceed Individually

a) You and the Company agree that an arbitration or any other proceeding to resolve a Dispute shall proceed in an individual capacity only, and neither you nor the Company may bring a Dispute as a Collective Action. UNLESS BOTH YOU AND THE COMPANY AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY COLLECTIVE ACTION.

b) Without limiting the generality of Section 26.7(a) or the term Collective Action, and as an example only, a claim to resolve a Dispute against the Company will be deemed a Collective Action if:

i. claims are filed or pursued concurrently by or on behalf of two or more persons; and

ii. counsel for the two or more persons is the same, or share fees, or coordinate in any way.

c) For the purposes of this Section, the term ‘concurrently’ means that the claims are pending (filed but not resolved) at the same time.

26.8.Waiver of Collective Action

a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR THE COMPANY WILL BE ENTITLED TO PARTICIPATE IN ANY COLLECTIVE ACTION (AS DEFINED ABOVE), OR OTHERWISE CONSOLIDATE, JOIN, PARTICIPATE, REPRESENT OR COORDINATE DISPUTES (AS DEFINED ABOVE) WITH OR INVOLVING OTHER INDIVIDUALS OR ENTITIES, INCLUDING AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ALL SUCH RIGHTS ARE EXPRESSLY AND UNCONDITIONALLY WAIVED. THE PARTIES FURTHER AGREE THAT THE AAA RULES REFERENCED ABOVE SHALL EXCLUDE ANY RULES OR PROCEDURES GOVERNING OR PERMITTING COLLECTIVE ACTIONS (AS DEFINED ABOVE) OF ANY KIND.

b) BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU AND THE COMPANY EACH WAIVE THE RIGHT TO: (1) A JURY TRIAL; AND (2) PARTICIPATE IN A CLASS ACTION. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH’S LIMITATIONS AS TO A PARTICULAR CLAIM FOR RELIEF, THEN THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND MAY BE BROUGHT IN COURT.

c) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND CONDITIONS, IN THE EVENT ALL OR ANY PORTION OF THIS SECTION 26 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE) IS FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE, THEN THE ENTIRETY OF SECTION 26 (EXCEPT THIS SENTENCE) MAY, UPON THE COMPANY’S SOLE AND EXCLUSIVE ELECTION, BE DEEMED VOID AND AS HAVING NO EFFECT, SUBJECT TO THE COMPANY’S RIGHT TO APPEAL THE LIMITATION OR INVALIDATION OF SUCH CLAUSE.

26.9. Survival of Obligations

THIS SECTION 26 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE) SHALL SURVIVE THE TERMINATION OF THESE TERMS AND CONDITIONS FOR ANY REASON.

26.10. BINDING ARBITRATION AND CLASS WAIVER

You may decline this agreement to arbitrate by contacting Player Supportwithin 30 days of first accepting these Terms and Conditions and stating that you (include your first and last name, email address and postal address) decline this arbitration agreement. By opting out of the agreement to arbitrate, you will not be precluded from using the Platform, but you and the Company will not be permitted to invoke the mutual agreement to arbitrate to resolve disputes under the Terms and Conditions otherwise provided herein. For avoidance of doubt, in the event you exercise your right to opt out of the agreement to arbitrate, those limitations and restrictions applicable to litigation that are set out in this Section 26 shall continue to apply to you. In addition, if you opt out of this agreement to arbitrate and at the time of your receipt of these Terms and Conditions you were bound by an existing agreement to arbitrate disputes arising out of or related to your use of or access to the Platform, that existing arbitration agreement will remain in full force and effect. In other words, if you are bound by an agreement to arbitrate at the time you opt out of this one, that prior agreement to arbitrate will continue to apply to you.

 

27. CALIFORNIA SPECIFIC PROVISIONS

27.1 NOTICE TO CALIFORNIA RESIDENTS. You hereby agree to waive all rights and remedies under California Civil Code section 1542, which provides: “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.”

27.2 The Promotion is only available on a limited and occasional basis within the state of California. The specific dates and times when the Promotion is available/unavailable within California will be posted on the Platform, it is determined randomly and within the Company’s discretion, and, the Company reserves the right to continually adjust the availability of the Promotion.

 

28. MISCELLANEOUS

28.1. Entire Agreement

These Terms and Conditions constitute the entire agreement between you and us with respect to your Participation and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us with respect to your Participation.

28.2. Amendments

The Company reserves the right to amend these Terms and Conditions, or to implement or amend any procedures, at any time. Any amendments will be published on the Platform and such changes will be binding and effective immediately. If you do not agree to the amended Terms and Conditions, you must stop using the Platform.

28.3. Tax

You shall be responsible for payment of all taxes, including any taxes which apply from your Participation (e.g. on the winnings of a Promotion). We will not be responsible for withholding any federal or state tax or related monies on your behalf. If requested, you will provide us with a Social Security Number or Taxpayer Identification Number, so that an IRS Form 1099 may be issued where required by law. Failure to provide such information to us may result in our withholding a percentage of your Chips exchanges based on our own tax obligations. We also reserve the right to consider your failure to provide such information to us, especially your repeat failure to do so, as a violation of these terms.

28.4. Force Majeure

The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions that is caused by events outside of our reasonable control.

28.5. No agency

Nothing in these Terms and Conditions will be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and us.

28.6. Severability

If any of the Terms and Conditions are determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition, or provision will, to that extent, be severed from these Terms and Conditions. All remaining terms, conditions and provisions will continue to be valid to the fullest extent permitted by law. In such cases, the part deemed invalid or unenforceable will be amended in a manner consistent with the applicable law to reflect, as closely as possible, the Company’s original intent.

28.7. Explanation of Terms and Conditions

We consider these Terms and Conditions to be open and fair. If you need any explanation regarding these Terms and Conditions or any other part of our Platform contact Player Support.

The Terms and Conditions prevail over any communication via email or chat.

All correspondence between you and us may be recorded.

28.8. Assignment

These Terms and Conditions are personal to you, and are not assignable, transferable, or sub-licensable by you except with our prior written consent. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder to any third party without notice to you.

28.9. Business Transfers

In the event of a change of control, merger, acquisition, or sale of the substantial assets of the Company, your Customer Account and associated data may be part of the assets transferred to the purchaser or acquiring party. In such an event, we will provide you with notice via email or via our Platform explaining your options with regard to the transfer of your Customer Account.

28.10. Language

These Terms and Conditions may be published in several languages for information purposes and ease of access by Customers but will all reflect the same principles. It is only the English version that is the legal basis of the relationship between you and us and in case of any discrepancy between a non-English version and the English version of these Terms and Conditions, the English version will prevail.

 

29. GOVERNING LAW

29.1. These Terms and Conditions, your use of the Platform and our entire relationship will be governed, and interpreted in accordance with, the laws of the State of Delaware in the United States, without regard for its choice of conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded.

29.2. Subject to Section 26, the parties agree that any dispute, controversy or claim arising out of or in connection with these Terms and Conditions, or the breach, termination or invalidity of these Terms and Conditions, shall be governed by the laws of the state of Delaware (without regard to any conflicts or choice of laws provisions) and will be submitted exclusively to the federal courts located in Wilmington, Delaware (or, if the federal court lacks jurisdiction, in the state courts located in Wilmington, Delaware), and you and we consent to the venue and personal jurisdiction of those courts. Notwithstanding the foregoing, any motion to compel arbitration or to enforce an arbitral award issued hereunder may be brought before any court of competent jurisdiction.