Suprize Inc. (“we”, “us” or “our”) operates the Suprize app (the “App”), an application which offers contests, content and other features to users.
In order to participate in certain services offered through the App, you may be notified that you are required to agree to additional terms and conditions and, to the extent permitted by applicable law, such additional terms are hereby incorporated into this Agreement by this reference but such additional terms and conditions shall control solely for the applicable service.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
We may modify this Agreement from time to time and such modification shall be effective upon posting to the App. You will be deemed to have agreed to any such modifications by your further use of the App after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. If you do not agree with the modifications, please discontinue use of the App immediately.
You cannot create more than one Account. You cannot use another user's Account or permit another user to use your Account. You are banned from making a new Account if your previous account has been terminated by Suprize. Suprize has the right to terminate your Account if you engaged in any of the aforementioned activities.
You take responsibility for (a) keeping your passwords and any other personal information confidential and (b) keeping your computer or mobile device access secured. You are fully responsible for any and all activities that happen on your Suprize Account. You must let us know immediately if there is any security breach or an unauthorized party had access to any part of your Account.
Although we will not be liable for your losses caused by any unauthorized use of your Account, whether with or without your knowledge, you may be liable for our losses or the losses of our third-party licensors, content providers, merchants, advertisers, sponsors, and service providers (collectively, “Suprize Providers") due to such unauthorized use.
Without limiting anything in this Agreement, we reserve the right, in our sole discretion, to restrict, suspend, or terminate your Account, and/or your access to all or any part of the App at any time, for any or no reason, with or without prior notice, and without liability, including in the event we stop offering any features or services on the App. We expressly reserve the right to restrict, suspend and/or terminate your access to any part of the App if we determine, in our sole discretion, that you have violated any of the terms of this Agreement or the Official Rules, or if your account has been inactive for 12 months or longer. We furthermore expressly reserve the right to revoke any prize you have been awarded if we determine that you have cheated or otherwise violated any of the terms of this Agreement, any applicable additional terms or the Official Rules.
Users are not allowed to share videos, screen shots, or the games used in the Suprize app publicly on other platforms; including but not limited to Snapchat, Facebook, Instagram, Youtube and others.
If you are a winner, you are also prohibited from sharing documents such as photos of cheques, wire transfers etc. received from us or sensitive personal information pertaining to winners.
You, as a user, agree to use the App only for lawful purposes. Specific prohibited activities include, but are not limited to:
A. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
B. promoting illegal or tortious activities, promoting alcohol, tobacco, pseudo-pharmaceutical or prescription drugs, or conduct that is abusive, violent, threatening, obscene, sexually explicit, discriminatory on the basis of race, sex, religion, nationality, disability, sexual orientation, or age, defamatory or libelous;
C. attempting to circumvent, disable or otherwise interfere with security-related features of the App or features that prevent or restrict use or copying of any content or enforce limitations on use of the App or the content therein;
D. using cheats, automation software, bots, hacks, mods or any other unauthorized software designed to modify or interfere with the App;
E. using any software that intercepts, mines, or otherwise collects information about other users or copies and stores any Proprietary Materials (as defined below);
F. interfering with, disrupting, or creating an undue burden on the App or the networks or services connected to the App;
G. attempting to impersonate another user or person;
H. soliciting personal information from anyone under the age of majority applicable in that person’s jurisdiction of residence;
I. collecting, harvesting, soliciting or posting passwords, phone numbers or personally identifiable information from other users;
J. attempting to create an account that impersonates another party, or is vulgar or offensive. We reserve the right to refuse registration or cancel an account if an account falls into these categories;
K. using the account of another account holder at any time or disclosing your password or verification code to any third party or permitting any third party to access your Account;
L. using any information obtained from the App in order to harass, abuse, or harm another person;
M. using any unfair, misleading or deceptive content intended to draw traffic to one’s profile;
N. using the App in a manner inconsistent with any and all laws and regulations, including U.S. export and re-export control laws and regulations;
O. sublicense, rent, lease, sell, trade, gift, bequeath or otherwise transfer your account associated with your account to anyone;
P. access or use a third party account that has been sublicensed, rented, leased, sold, traded, gifted, bequeathed, or otherwise transferred from the holder of the original account creator;
Q. using the App in a commercial manner or attempting to re-sell or otherwise monetize your winnings;
R. using a robot, spider, crawler, scraper, or other automated means or interface to access the App or extract other user’s information;
S. using or developing any third-party applications that interact with the App or other users’ content or information without our written consent;
T. using the App in a way that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the App, or that could damage, disable, overburden, or impair the functioning of the App;
U. attempting to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the App that you are not authorized to access; and
V. encouraging or promoting any activity that violates this Agreement.
W. violating any local, state, national or international laws, or any regulations having the force of law.
We also care about your safety while using our App. So do not use our App in a way that would distract you from obeying traffic or safety laws. For example, never use our App while driving. And never put yourself or others in harm’s way in an attempt to win a contest.
Any conduct by you in violation of the aforementioned prohibitions may result in the suspension or termination of your Account and your access to the App.
A. Proprietary Rights
With the exception of content posted by users of the App (“User Content”), all materials contained on the App, including all content, software, graphics, text and look and feel of the App, and all trademarks (including Suprize), copyrights, patents and other intellectual property rights related thereto (“Proprietary Materials”), are owned or controlled by Suprize Inc., our subsidiaries or affiliated companies, our third party licensors, and/or our advertising partners. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any Proprietary Materials, or any other protectable aspects of the App, in whole or in part, unless specifically stated otherwise. Subject to your compliance with this Agreement and any other relevant policies related to the App, we grant you a non-exclusive, non-transferable, revocable limited license subject to the limitations herein to access and use the App and Proprietary Materials for your own non-commercial entertainment purposes consistent with the intended purpose of the App. You agree not to use the App for any other purpose.
B. Distribution/Uploading Of Content
You are prohibited from posting on or transmitting through the App (e.g., through uploaded content, a chat or user forum, or comment posted through the App) any content that infringes upon a third party’s intellectual property or personality rights or is defamatory, damaging, illegal, or offensive.
Without limiting the aforementioned, you may not post, modify, distribute, or reproduce in any way on the App any copyrighted material, trademarks, or other proprietary information belonging to others unless you have first obtained the prior written consent of the owner of such rights. It is our policy to terminate the account of anyone who repeatedly infringes the copyright rights of others upon our receipt of proper notification from the copyright owner or the copyright owner’s legal agent.
By submitting content or materials (“Your Content”) to us through the App, including, without limitation, uploading any materials, choosing a username, or participation in any contests, posts, chats or forums, you automatically grant us, or warrant that the owner of such content has expressly granted us, the royalty-free, irrevocable, sublicensable and transferable, non-exclusive right and license to use, reproduce, publish, translate, prepare derivative works of, copy, perform and distribute Your Content on the App as well as our other social media platforms, including without limitation Snapchat, Instagram, Twitter and YouTube, including all patent, trademark, trade secret, copyright or other proprietary rights in and to such content and your username, actual name, and likeness (if submitted), in whole or in part worldwide, including in connection with announcing you as the winner of a contest or including you in leaderboards. You further waive all moral rights in Your Content in favour of Suprize. You also hereby grant each user of the App a non-exclusive license to access Your Content through the App, and to use, reproduce, distribute, display and perform Your Content as permitted through the functionality of the App and under this Agreement. The above licenses granted by you in Your Content are perpetual and will only terminate if you’ve requested the removal or deletion of Your Content from the App (such license will terminate within a commercially reasonable time after your request to remove or delete Your Content). You understand and agree, however, that we may retain, but not display, distribute, or perform, server copies of Your Content that have been removed or deleted. The aforementioned is subject to the provision regarding Unsolicited Submissions below.
Subject to these grants, you retain any and all rights which may exist in Your Content.
We may disclose any of Your Content or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate our Platform; (iii) to protect the rights or property of Suprize Inc. and our officers, directors, employees and agents; or (iv) to protect any other user.
We may offer users the opportunity to provide feedback/suggestions to us on how they think the App can improve. In the event that you provide us with any feedback regarding the App, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions and ideas for the App (collectively, “Feedback”), you hereby assign to us all rights in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate, and waive all moral rights you may have therein.
C. Representations and Warranties
You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all of Your Content and to enable inclusion and use of Your Content in the manner contemplated by the App and this Agreement. You further represent and warrant Your Content will not defame any third party and that the use of Your Content on the App will not violate or infringe upon the intellectual property rights, or the rights of privacy or publicity, of any third party.
D. Third-Party Content and User Content
You acknowledge that Suprize Inc. is an online service provider that may post content supplied by third parties and users. By using the App, you may be exposed to User Content that is inaccurate, misleading, incomplete, offensive, indecent, or otherwise objectionable. We do not practice editorial control over the content posted by such third parties (including User Content). Any opinions, advice, statements, judgments, services, offers, or other information that constitutes part of the content expressed or made available by third parties, including User Content, are those of the respective authors or distributors and not of Suprize Inc. or its affiliates or any of their officers, directors, employees, or agents. While we retain the right to filter or reject User Content and other content posted by third parties, we review User Content and other third party content in a limited gate-keeper fashion and have no obligation to investigate whether any content or other User Content violate any term of this Agreement and will not do so in most cases. We neither endorse nor are responsible for the User Content or any other content posted to the App by anyone other than Suprize Inc. We shall have no obligation to resolve disputes among users or monitor the accuracy or proper use of any User Content.
Just as you retain complete ownership of Your Content (subject to the license to us granted above), all other users of the App retain ownership of their User Content. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any User Content in whole or in part.
Without limiting the aforementioned, if you believe that any content, including User Content, or other materials, posted on the App constitutes an infringement of your copyrights, we will respond promptly to any properly submitted notice containing the information detailed below. Pursuant to Title 17, United States Code, Section 512(c)(2) and the Canadian Copyright Act, written notifications of claimed copyright infringement should be sent to our Designated Agent at the following contact information: email@example.com
To be effective, the notification must be a written communication that includes the following:
1. A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
V. NON-COMMERCIAL USE
The App is intended for your personal use only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Any use of the App in violation of this provision, including communicating any advertisement or solicitation, or collecting usernames and/or email addresses of account holders by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the App, is prohibited.
When you use the App or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.
The App may contain links to websites operated by third parties. We do not monitor or control the linked sites and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of the content uploaded, displayed, or distributed, or products, or services available at these sites. If you choose to access any third party site, you do so at your own risk. The presence of a link to a third party site does not constitute or imply our endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the third party site. We reserve the right to disable links from or to third party sites.
The App may enable you to order and receive products, information and services from businesses that are not owned or operated by us. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between you and such businesses. We do not endorse, warrant, or guarantee such products, information, or services, and are not liable for the accuracy, completeness, or usefulness of such information or the quality of availability of such products or services. We will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of such products, services, or information, or for ensuring the confidentiality of your credit card information. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility and are not part of the fee, if any, charged for your use of the App.
In addition, the App may prompt you to establish an account with a third party service provider not owned or operated by us. Your agreement and understanding with any such third party service provider is solely between you and such service provider. We will not be a party to or in any way be responsible for your agreement with such third-party service provider. Any disputes you may encounter with such third party service provider shall be settled solely between you and the service provider.
THE APP IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR OR GENERAL PURPOSE.
WITHOUT LIMITING THE aforementioned, SUPRIZE INC. MAKES NO REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OF THE APP, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT USE OF THE APP WILL BE 100% SECURE, UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, OR SERVICE, PROVIDED THROUGH THE APP; OR (IV) THAT THE SERVERS, OR EMAIL SENT FROM OR ON BEHALF OF SUPRIZE INC. ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY SMARTPHONE OPERATING COSTS OR NETWORK CHARGES INCURRED WHILE USING THE APP, OR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE APP, INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM THE APP OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO SUPRIZE INC. RECORDS, PROGRAMS, OR PLATFORM. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE APP.
SUPRIZE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE APP, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY SHALL BE TO CEASE USING THE APP AND TERMINATE YOUR ACCOUNT.
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO A USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUCH USER, AND SUCH USER MAY HAVE ADDITIONAL RIGHTS.
In order to claim a prize, you must be a legal resident of the United States and/or Canada (excluding Quebec) and/or international countries as made available by us on the app stores. Prizes will be shipped within the United States or Canada (excluding Quebec) or the international countries as made available by us on the app stores. You are subject to all laws of the state(s), provinces, territories and countries in which you reside and from which you access the App and are solely responsible for obeying those laws. You agree we cannot be held liable if laws applicable to you restrict or prohibit your participation. We make no representations or warranties, implicit or explicit, as to your legal right to participate in any posts, contests, or games offered through the App nor shall any person affiliated, or claiming affiliation with the App have authority to make any such representations or warranties.
The App is created and controlled by us in the State of California. As such, subject to applicable law, the laws of the State of California will govern this Agreement, without giving effect to any provisions of California law that direct the choice of another jurisdiction’s laws.
Subject to Section XII below and applicable law, you hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of California and of the United States of America located in the State of California for any litigation arising out of or relating to use of the App (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the California Courts and agree not to plead or claim in any California Court that such litigation brought therein has been brought in an inconvenient forum.
Subject to applicable law, any and all disputes, claims, and causes of action arising out of or in connection with the App, or any prizes awarded, shall be resolved individually without resort to any form of class action.
Except where prohibited by applicable law, any controversy or claim arising out of or relating to this Agreement or any related agreement, their enforcement or interpretation, or because of an alleged breach, default or misrepresentation in connection with any of their provisions, shall be determined by binding arbitration. The arbitration proceedings shall be held and conducted by a single arbitrator in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the “JAMS Rules”), as modified by this Agreement. Such arbitration shall occur in Los Angeles, California, and be initiated by any party in accordance with the JAMS Rules. The demand for arbitration shall be made by any party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceeding, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. Discovery issues shall be decided by the arbitrator. Post-hearing briefs shall be permitted. The arbitrator shall render a decision within twenty (20) days after the conclusion of the hearing(s). In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement, or to grant an award or remedy any greater than that which would be available from a court under the statutory or common law theory asserted. The arbitrator shall issue a written opinion that includes the factual and legal basis for any decision and award. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of California or federal law, or any of them, as applicable to the claim(s) asserted. Judgment on the award may be entered in any court of competent jurisdiction. The parties may seek, from a court of competent jurisdiction, provisional remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving any right to arbitration. However, the merits of any action that involves such provisional remedies or injunctive relief, including, without limitation, the terms of any permanent injunction, shall be determined by arbitration under this paragraph. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall allocate all costs and expenses of the arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
IN AGREEING TO ARBITRATION, THE PARTIES ACKNOWLEDGE THAT IN THE EVENT OF A DISPUTE ARISING FROM THIS AGREEMENT, EACH PARTY IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD ARE ACCEPTING THE USE OF ARBITRATION FOR RESOLUTION.
You agree to indemnify and hold Suprize Inc, our subsidiaries, and affiliates, and our respective directors, officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable legal and attorneys' fees, made by any third party due to or arising out of your use of the App in violation of this Agreement, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above, and/or if Your Content causes us to be liable to another, and/or disclosure by you of a user’s personal information that was submitted to us.
The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
This Agreement is deemed accepted upon any use of any of the App. This Agreement constitutes the entire agreement between you and us regarding the use of the App. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Subject to the other provisions of this Agreement, we will attempt to help you with any queries or problems that you may have with the App. To reach our customer support team, please e-mail us at firstname.lastname@example.org. It will expedite your request for assistance by providing our representatives with all the information they need to solve your problem as quickly as possible.
This Agreement is between you and Suprize Inc. only, not with Apple, Google or any other third party through which you may have accessed or downloaded the App (“Marketplaces”). The Marketplaces are not responsible for the App. The Marketplaces have no obligation whatsoever to furnish any maintenance and support services with respect to the App. To the maximum extent permitted by applicable law, the Marketplaces have no other warranty obligation whatsoever with respect to the App. The Marketplaces are not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation or (iv) claims that the App infringes upon a third party’s intellectual property rights.
We do not intend the App to be used by minors under the age of 13. Furthermore, we do not market the App for use by minors under the age of 13. If we learn that a user under the age of 13 has registered for an Account, that user’s Account will be terminated. If you are between the ages of 13 and the age of majority in your jurisdiction of residence, you must obtain your parent or legal guardian’s permission before establishing an Account or making use of the App. By doing either, you represent that your legal guardian has reviewed and agreed to this Agreement.
By using the Services, you acknowledge and agree that you are consenting to the transfer of your information to the United States of America and the processing of your information globally. The privacy and data protection laws in the United States may differ from and, in some cases, may be less stringent than the laws in effect in your country of residence. By using the Services, you acknowledge and agree that the privacy and data protection laws in effect in the United States will apply to your Personal Data and other data that you provide to us through the Services.
This application is in no way endorsed, sponsored, administered by, or associated with Apple Inc., Google LLC, Alphabet Inc. or its subsidiaries or affiliates or the makers or sellers of any listed prize on the app.
Please contact us at email@example.com with any questions regarding this Agreement.