USER AGREEMENT

LAST UPDATED: May 24, 2024

TERMS OF USE

1. About These Terms

1.1 This User Agreement and Terms are entered into by you and Black Pearl Games Limited (registered at Flat 3, Floor 3, Fonda Industrial Building, 37-39 Au Pui Wan Street, Fotan, New Territories, Hong Kong) (hereinafter referred to as “Black Pearl Games,” "we," "us," or "our"). It covers our games and software applications used on or through mobile devices, computers, and other devices, our websites, and any related services (collectively, “Services”). Moreover, when using our Services, you may be required to comply with any community guidelines or rules that may be issued from time to time applicable to such Services. For the purpose of these Terms of Use, “you” and “your” refers to you as the user of the Services. If you are using the Services on behalf of a company or other entity, “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms of Use, and (b) you agree to these Terms of Use on behalf of that entity.

1.2 You are granted a personal, revocable, non-transferable, non-sublicensable, non-assignable, non-exclusive, and limited license to access and use the Services globally for the entire duration of these Terms of Use. The sole and exclusive purpose of granting such a license is to enable you to use the Services for your internal and personal purposes. The right to use includes the right to access services in a SaaS model according to its intended purpose through connection to electronic communication networks and/or downloading a single copy of any mobile or computer applications or other software provided to you related to our Services. Unless otherwise agreed by us, you may not provide the Services to any third party not representing you. You are strictly prohibited from using it for any other purposes, including but not limited to any adaptations, modifications, translations, arrangements, distributions, or reverse engineering.

1.3 We may update these Terms of Use from time to time by posting the revised terms and conditions within our Services and communicating them to you as required by applicable law. We still ask you to review these Terms of Use periodically to see any such updates.

1.4 BY USING THE SERVICES, YOU AGREE TO ELECTRONICALLY SIGN THESE TERMS OF USE AND TO ELECTRONICALLY STORE RECORDS RELATED TO THESE TERMS OF USE. IF YOU DO NOT UNDERSTAND OR AGREE TO THESE TERMS OF USE, PLEASE DO NOT USE THE SERVICES.

1.5 Section 13.2 contains arbitration provisions and a waiver of class action applicable to you (if you are a U.S. citizen or resident). By agreeing to these Terms of Use, if you are a U.S. citizen or resident, you agree to (a) resolve all disputes with us related to the Services through binding individual arbitration, which means you waive any right to have such disputes decided by a judge or jury, and (b) waive your right to participate in class actions, collective arbitrations, or representative actions related to your use of the Services. As described in Section 13.2, you may have the right to opt-out of arbitration.

2. Accounts

2.1 Access to certain services or features of our Services may be age-restricted and may not be available to all users. Users under the age of 18 years (or the age of majority in your country/region) ("Children") must obtain permission from their parent or guardian to use the Services. If you are a Child, you represent that you have obtained permission from your parent or guardian to use the Services. If you are a parent or guardian, you may allow your child to use the Services (including creating and/or using an account), but you must accept these Terms of Use. By allowing your child to use the Services, you agree to these Terms of Use and will be responsible for your child's activity on the Services.

2.2 You agree to take all necessary efforts to protect your account information and keep it confidential. You agree that you will not transfer your account and any rights or obligations under these Terms of Use to any other person, or share your account information with others, without our prior consent.

2.3 You agree that, unless otherwise specified, when you make purchases within the Services, the system will first deduct from your paid virtual points balance ("Recharge Balance"), and then from your freely earned virtual points balance if the Recharge Balance is insufficient. If neither payment method is available, your purchase will fail.

2.4 If you access or log into the Services using your gaming and/or social media accounts (e.g., Apple, Discord, Facebook, Google, LINE, or X/Twitter, collectively referred to as "Third-Party Accounts"), you should review and comply with the terms of use of the applicable Third-Party Account providers, as their terms of use apply to your use of the Third-Party Accounts. Please note that any access to or use of Third-Party Accounts is at your discretion and is between you and the applicable Third-Party Account providers. We make no representations or warranties, nor do we guarantee the performance, availability, security, or reliability of any Third-Party Account. Except for our intentional misconduct or gross negligence, we are not responsible for the performance or non-performance of any Third-Party Account providers in any respect.

3. User Conduct and Content

3.1 When using our Services, you must comply with the laws applicable in your jurisdiction. If any applicable law restricts or prohibits your use of our Services, you must comply with such restrictions or discontinue use of our Services. You are responsible for your interactions with other users in the Services. While we reserve the right to monitor interactions among users in our Services, we have no obligation to do so and, except for our intentional misconduct or gross negligence, we are not responsible for your interactions with other users or any user's actions or inactions. If you have disputes with one or more users, you release Black Pearl Games entities (defined below) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

3.2 Users may provide, send, upload, communicate, transmit, or otherwise make available information, data, software, sound, photos, graphics, videos, tags, or other materials (“Content”) through our Services. You are responsible for any and all Content you may provide through our Services, whether publicly posted or privately transmitted. To operate the Services, we must obtain certain license rights from you regarding your Content, so that actions we take in operating the Services do not constitute illegal acts. By using the Services and uploading your Content, you grant us permission to access, use, host, cache, store, copy, transmit, display, publish, distribute, and modify your Content (for technical purposes, such as ensuring Content is viewable on smartphones as well as computers and other devices) but only to the extent necessary to operate and provide the Services. You agree that these rights and licenses are royalty-free, transferable, sublicensable, global, and irrevocable (as long as your Content is stored with us) and include our rights to make your Content available to others with whom we have contractual relationships related to the provision of the Services and to pass these rights to others solely for the provision of such Services, and otherwise allow access to or disclose your Content to third parties if we determine it is necessary to comply with our legal obligations.

Regarding such Content, you agree to comply with applicable laws and the following provisions:

3.2.1 You will not provide any illegal, harmful, threatening, abusive, harassing, infringing, defamatory, vulgar, obscene, slanderous, invasive of another's privacy, hateful, discriminatory, pornographic, pornographic, or otherwise objectionable content;

3.2.2 You will not provide any content that contains viruses, corrupted data, or other harmful, disruptive, or destructive files;

3.2.3 You will not provide content that violates any legal obligations owed to third parties, such as contractual duties or confidentiality obligations;

3.2.4 You shall not provide any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

3.2.5 You will not provide any content that infringes any party's patent, trademark, trade secret, copyright, or other proprietary rights;

3.2.6 Unless you have obtained the necessary permissions or are otherwise legally entitled to post the material and grant us the licenses granted herein, you will not provide content that contains material subject to copyright or other proprietary rights constraints;

3.2.7 You will not provide any Content that contains anything that, in the sole determination of Black Pearl Games, is objectionable or inhibits any other person from using Services, or which may expose Black Pearl Games or its users to any harm or liability of any kind.

3.3 By using our Services, you agree that you will not:

3.3.1 Copy, duplicate, reproduce, sell, resell, or exploit any part of our Services for any commercial purposes, except for backups necessary for using our Services;

3.3.2 Use our Services in violation of any laws, regulations, ordinances, mandates, or any other governmental impositions, including those imposed by legislative, administrative, and judicial authorities;

3.3.3 Use cheating, automated software (bots), hacking, mods, or any unauthorized third-party software aimed at modifying any part of the Services, collecting any information from the Services, or connecting to the Services, including but not limited to simulating game user operations, altering operational environments, modifying data to impair other users' gaming experience through the use of external software, including but not limited to scripts (robots), plugins, button wizards, and third-party tools (such as multi-opening functions under simulators, synchronizers, recording macros, keyboard mappings, cloud phones, etc.);

3.3.4 Use our Services for any purposes other than those that are reasonable, consistent with humanitarian and game spirit, specifically including but not limited to commercial purposes;

3.3.5 Engage in reverse engineering, derive source code, modify, decompile, disassemble, or create derivative works based on any content created by others or any part of our Services;

3.3.6 Remove or alter any patent notices, copyright notices, or other intellectual property notices in our Services;

3.3.7 Unlawfully collect any information from other users;

3.3.8 Unless otherwise stated, transfer virtual currency, such as virtual coins, crystals, and energy points (“Virtual Points”), or items or services used in our Services (“Virtual Goods”) in any manner after purchasing them, including but not limited to attempting to trade Virtual Points and/or Virtual Goods in our Services for real money/real items through any third-party platform, or attempting to provide mediation, intermediation, or agency services for such transactions (collectively referred to as “RMT”) within or outside our Services, including but not limited to sending spam, propagating RMT advertisements in any manner, and conducting RMT through any in-game functions;

3.3.9 Use our Services in any way that is not permitted under these Terms of Use or any applicable community guidelines or rules.

3.4 Notice of Infringement – DMCA Policy

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

a) identification of the copyrighted work that is claimed to be infringed;

b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Services;

c) information for our copyright agent to contact you, such as an address, telephone number, and e-mail address;

d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;

e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and

f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Copyright infringement claims should be sent by email to cs@blackpearlgame.com. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who are repeat infringers of others' copyrights or intellectual property rights.

Please note that if you materially misrepresent that the content or activity is not infringing on others' copyrights, you will be liable for damages.

4. Access

4.1 You are responsible for obtaining and maintaining necessary devices for using our Services, including but not limited to mobile phones and tablets, and for device fees, including but not limited to internet fees, data fees and electricity fees. You recognize that these fees are paid to third parties not relevant to these Terms of Use and shall not incur any liability of us under these Terms of Use.

4.2 You understand that due to the nature of online gaming and the important need to continually improve our Services, we may update our Services from time to time, which may prevent you from accessing the Services for a period and may result in changes to the content of the Services. We are not liable for any loss resulting from such updates, except for losses caused by our intent or gross negligence. Unless in an emergency, we will notify you in advance of such updates.

4.3 In cases where certain Services are in a "testing phase" or "beta version" or a similar state, your access to our Services may be subject to specific rules, such as limits on the period of access to the Services or the number of users, certain users' permissions to access the Services, our rights to modify or delete user game data, and periodic shutdowns of the servers for the Services. Please read these rules carefully, and we greatly appreciate your cooperation and feedback on the beta versions of our Services.

5. Disclaimers

5.1 Although we strive to provide accurate and reliable Services, you expressly understand and acknowledge that our SERVICES AND ANY RELATED INFORMATION ARE PROVIDED "AS IS" BASIS. Without limiting the foregoing, to the fullest extent permitted by applicable law, Black Pearl Games, its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, representatives, partners, and licensors (the "Black Pearl Games Entities") DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY AND BUG/ERROR/DEFECT-FREE. To the maximum extent permitted by applicable law, Black Pearl Games Entities make no warranties or representations, and to the maximum extent permitted by applicable law, disclaim any responsibility and obligation for: (a) the completeness, accuracy, availability, timeliness, security, or reliability of the Services; (b) any harm to your computer system, data loss, or other harm resulting from your access to or use of the Services; (c) operation or compatibility with any other applications or any specific systems or devices; and (d) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

5.2 Without limiting our expressly stated liabilities in this agreement and to the extent not prohibited by applicable law, you expressly understand and agree that THE BLACK PEARL GAMES ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE OUR SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED, OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SERVICES; OR (V) ANY OTHER MATTER RELATED TO OUR SERVICES. SOME JURISDICTIONS (SUCH AS NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. EXCEPT AS OTHERWISE MANDATED BY MANDATORY LAW, THE CUMULATIVE LIABILITY OF BLACK PEARL GAMES ENTITIES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE SIX (6) MONTHS PRIOR TO THE CLAIM ARISING.

6. Breach and Indemnification

6.1 If we reasonably discover that you have breached these Terms of Use or any applicable community guidelines or rules, or if we reasonably detect suspicious activity on your account, we may take actions that we deem appropriate, including but not limited to: (i) removing any involved content; (ii) restoring your game data to the state prior to the breach; (iii) restricting your access to the Services and/or your account; (iv) terminating your rights to use our Services; (v) taking legal action against you or disclosing relevant information to law enforcement authorities; and (vi) any other actions specified in any applicable community guidelines and rules.

6.2 You agree to indemnify Black Pearl Games Entities from any and all third-party claims, losses, damages, liabilities, costs, and expenses arising out of or related to your relationship with us under these Terms of Use, including but not limited to any breach of these Terms of Use and your infringement of any third party's rights. You hereby agree that we have the right to control the legal defense against any such claims, demands, or litigation, including the right to select the attorneys of our choice and to settle or resolve any such claims, demands, or litigation.

7. Intellectual Property

7.1 Black Pearl Games and its associated logos and names are our trademarks and/or service marks. Other logos, names, and marks used in the Services are the trademarks, service marks, or logos of their respective owners. You are not granted any rights or licenses in connection with any of the above trademarks, service marks, or logos.

7.2 The Services and all data, content, and software associated with or generated within them, including but not limited to all virtual goods and virtual points (collectively, Our "Works"), may be protected by copyright, trademark, patent, trade secrets, and/or other legal protections, and we retain and reserve all rights in Our Works (including but not limited to intellectual property rights and ownership). Under these Terms of Use and any applicable community guidelines or rules, we hereby grant you a personal, revocable, non-transferable, non-sublicensable, non-assignable, non-exclusive, and limited license to use and copy Our Works solely for your personal use in SaaS mode, by connecting to electronic communication networks and/or downloading a single copy of any mobile or computer applications or other software provided to you related to our Services. Unless explicitly stated in these Terms, you may not otherwise copy (except for incidental copies necessary for running the Services on your device), distribute, communicate to the public, make available, adapt, publicly perform, or publicly display Our Works or any adaptations thereof. If you breach these Terms of Use, the license granted hereunder may be terminated. As long as we operate our Services, you may use Works obtained within our Services unless the Work specifically states a duration or maximum fee, in which case the license to use such Work will terminate when the term expires or the maximum fee is reached. You may pay license fees for certain Works (e.g., certain virtual points and virtual goods), and you agree that UNLESS OTHERWISE SPECIFIED IN THESE TERMS OF USE OR REQUIRED BY APPLICABLE LAW, SUCH PAYMENTS ARE FINAL AND NON-REFUNDABLE. Some Works may be subject to certain third-party licenses, such as open-source licenses specified in the Services. Please read the license agreement of that third party carefully and ensure that you comply with the requirements set forth in that agreement when using such Works.

7.3 Unless otherwise specified and permitted by applicable law, when you purchase, earn, or otherwise acquire virtual points and/or virtual goods, you are granted a personal, revocable, non-transferable, non-assignable, non-exclusive, limited license to use such virtual points or virtual goods exclusively within the applicable Services for your personal, non-commercial purposes. UNLESS OTHERWISE SPECIFIED IN THESE TERMS OF USE OR REQUIRED BY APPLICABLE LAW, SUCH PURCHASES ARE FINAL AND NON-REFUNDABLE. Any licenses granted to you for virtual points and virtual goods will terminate when we cease to provide the applicable Services, cancel your purchase order, close your account, or otherwise terminate these Terms of Use. You agree that virtual points and virtual goods have no monetary value outside of their intended use within the applicable Services and may not be sold, sublicensed, traded, transferred, or exchanged for money or other consideration. Virtual points and virtual goods may not be transferred outside of the Services. Despite the foregoing, we may offer a marketplace operated by us that allows you to purchase, sell, or trade virtual goods to other users, but only for virtual points. We may impose certain conditions or limitations related to virtual points, including the maximum amount of virtual points you may purchase per transaction or per day, the maximum balance that may be credited to your account, and restricting specific virtual points to a single game offered by us. Any balance of virtual points displayed in your account does not constitute a real balance or reflect any stored value, but rather constitutes a measure of the limited license scope.

8. Privacy

For detailed information about our privacy practices, please refer to our Privacy Policy.

9. Payment

9.1 Payment

The Services may allow you to purchase certain other products or services ("Products"). You acknowledge and agree that all information you provide regarding the purchase of Products, including credit card or other payment information (if applicable), is accurate, up-to-date, and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including any credit card you provide when completing a transaction. We reserve the right, to the extent permitted by applicable law, with or without prior notice, and at our discretion, to (a) discontinue, modify, or limit the availability of any Product, and (b) refuse to allow any user to purchase any Product. You agree that, within the bounds of the law, we may change, modify, update, suspend, or restrict your access to any features or parts of the Services, including Products, for regulatory, legal, or legitimate business reasons, such as modifying certain features of virtual goods or enhancing the gaming experience. When you purchase Products, you (a) agree to pay the price specified for such Products in the applicable Services, along with all other applicable charges and taxes ("Full Purchase Amount"), and (b) authorize us and/or our payment processor to charge the Total Purchase Amount to your credit card or other payment method. Payments may be made by credit card, debit card, or other means we may provide. Orders will not be processed until full payment is received, and any freezing of funds in your account by any payment processor is your responsibility. Except for our intentional misconduct or gross negligence, we are not liable to you or any third party for any claims or damages that may arise from any payments or transactions made within or through the Services.

9.2 Refund Policy

9.2.1 UNLESS OTHERWISE PROVIDED IN THESE TERMS OF USE OR REQUIRED BY APPLICABLE LAW, ALL PURCHASES MADE WITHIN THE SERVICES ARE FINAL AND NON-REFUNDABLE.

9.2.2 If you reside in the European Union, Switzerland, or the United Kingdom, the following provisions apply:

a) You may cancel your purchase of digital content (e.g., game add-ons) within 14 days from the date of purchase and obtain a refund, provided that you have not started downloading or streaming, provided that you agree to waive the right to cancel the purchase;

b) All in-game consumables (e.g., virtual currency, card packs, treasure chests, and other items consumed during gameplay) will be delivered immediately upon your agreement, hence you will not be able to cancel the purchase; and

c) You may cancel your purchase of subscription services within 14 days from the initial transaction date and apply for a refund, even if you have started using the subscription. The refund may be prorated to reflect your use of the subscription.

9.3 Promotional Codes

We may offer certain promotional codes, referral codes, discount codes, coupon codes, or similar offers ("Promotional Codes") that can be used to redeem discounts on future Products or for other features or benefits related to the Services, subject to any additional terms we set. You agree that Promotional Codes: (a) must be used lawfully; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold, transferred, or made available in any manner to the public (whether posted on public forums, coupon collecting services, or otherwise) unless we explicitly permit; (d) we may at any time disable or impose additional conditions on them without any liability to us; (e) can only be used according to the specific terms we set for such Promotional Codes; (f) are not applicable for cash or other credits or points; and (g) may expire before you use them.

10. Mobile Applications

10.1 Use of Mobile Applications

You are responsible for providing the mobile devices, wireless service plan, software, internet connections, and/or other equipment or services required to download, install, and use the mobile applications ("Apps") related to our Services. We do not guarantee that the Apps can be accessed and used on any specific device or on any specific service plan. We do not guarantee that the Apps will be available in any specific geographic location. As part of the Services, in order to update you on the delivery status, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails, or other types of messages directly related to the Apps ("Push Messages"). You acknowledge that when you use the Apps, your wireless service provider may charge you data, text, and/or other wireless access fees, including fees associated with Push Messages. You can control Push Message settings and may opt in or opt out of these messages through the Services or the operating system of your mobile device (with the possible exception of infrequent, important service announcements and administrative messages). Please consult your wireless service provider to determine what fees apply to your access and use of the Apps, including any Push Messages from Black Pearl Games. You bear all costs, expenses, or fees associated with downloading, installing, and/or using the Apps on your mobile device, including receiving Push Messages from Black Pearl Games.

10.2 Mobile Software from the Apple App Store

The following terms and conditions apply only when you use an App from the Apple App Store. If other terms and conditions in these Terms of Use are less restrictive or conflict with the terms and conditions in this section, the more restrictive or conflicting terms and conditions in this section apply, but only to your use of the App in the Apple App Store. You acknowledge and agree that these Terms of Use are only between you and Black Pearl Games, not Apple, and Apple is not responsible for the App or its content. Your use of the App must comply with the App Store's applicable terms of use. You acknowledge that Apple has no obligation to provide any maintenance and support services with respect to the App. If the App fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price of the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be governed solely by these Terms of Use. You and Black Pearl Games acknowledge that Apple is not responsible for addressing any claims you or any third party have relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. You and Black Pearl Games acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Black Pearl Games (not Apple) will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim. When using the App, you must comply with applicable third-party agreement terms. You and Black Pearl Games acknowledge and agree that Apple and Apple's subsidiaries are third-party beneficiaries of these Terms of Use as they relate to your use of the App, and that, upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary thereof.

11. Governing Law and Venue

Unless otherwise provided by applicable law, these Terms of Use shall be governed by the laws of China, considered as the agreement fully performed, negotiated, and executed, without regard to China's conflict of law principles. Any dispute arising in any way related to your use of our Services or these Terms of Use shall be subject to binding arbitration conducted by the China International Economic and Trade Arbitration Commission (CIETAC). You hereby agree to the personal jurisdiction and venue of CIETAC. If you are a resident of the European Economic Area, you will benefit from any mandatory provisions of the law of your country of residence (including provisions related to the location for resolving disputes).

12. Miscellaneous

12.1 Transfer

12.1.1 You agree that we may assign or transfer all or part of our rights or obligations under these Terms of Use to a third party without prior notice to you, but we will ensure that such assignment does not adversely affect your rights under these Terms of Use.

12.1.2 You may not assign or transfer all or part of your rights or obligations under these Terms of Use without our prior written consent.

12.2 Entire Agreement

These Terms of Use set forth the entire agreement between you and us and supersede and replace any and all prior or contemporaneous agreements or understandings between you and us.

12.3 Severability

If, but only to the extent that, any provision of these Terms of Use is declared or found to be illegal, unenforceable, or void, then both you and us shall be relieved of all obligations arising under that provision, it being the intent and the agreement of you and us that these Terms of Use will be considered to be amended by modifying the provision to the extent necessary to make it legal and enforceable while preserving its intent. If that is not possible, it shall be substituted with another provision that is legal and enforceable and achieves the same objective. If the remainder of these Terms of Use are not affected and are capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.

12.4 Waiver of Our Rights

The failure of us to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provision or of the right of us thereafter to enforce each such provision. No waiver of any term or condition of these Terms of Use shall be valid or binding on us unless the same shall have been set forth in a written document, specifically referring to these Terms of Use and duly signed by us.

12.5 California Residents

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

12.6 Contact Us

If you have any questions about these Terms of Use, please contact us through the in-game customer service or the official website of our Services.

13. Regional Terms

13.1 Regional Terms

If you are a citizen or habitual resident of a specified country or region, you agree to the modifications to these Terms of Use as described below.

13.2 United States

You agree to the following modifications to these Terms of Use if you are a citizen or habitual resident of the applicable country or region as described below.

(a) Informal Process First

You agree that in the event of any dispute between you and Black Pearl Games Entities, you will first contact Black Pearl Games and make a sincere effort to resolve the dispute before resorting to more formal means of resolution, including but not limited to any court action.

(b) Arbitration Agreement and Class Action Waiver

After the informal dispute resolution process, any remaining disputes, claims, or controversies relating to your use of Black Pearl Games Services and/or products (including Services), collectively termed “Claims,” will be resolved through arbitration, including the threshold issue of arbitrability of the Claims. You and Black Pearl Games agree that any Claims will be resolved by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and JAMS's minimum standards for consumer arbitration (collectively, "JAMS Rules") then in effect (these Rules are deemed incorporated by reference into this section as of the date of publication of these Terms of Use). The arbitration will be conducted by a sole arbitrator in accordance with JAMS Rules. Judgment on the arbitration award may be entered in any court having jurisdiction. You have the right to an arbitration hearing by telephone, or if you reside in the United States, in your hometown area or at another mutually agreed location.

(c) Waiver of Class Actions and Class Arbitrations

You and Black Pearl Games agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative action, including but not limited to federal or state class actions or collective arbitrations. Therefore, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one person's claims without the written consent of all affected parties to the arbitration. Without limiting the generality of the foregoing, you and Black Pearl Games agree that no dispute shall be arbitrated on a collective basis without the written consent of all affected parties.

(d) Costs of Arbitration

Any and all reasonable JAMS filing, administrative, and arbitrator fees for arbitration that is initiated will be shared according to JAMS Rules. If your claim does not exceed $10,000, Black Pearl Games will pay all such fees associated with the arbitration unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose. However, if you have initiated an arbitration claim, you are still responsible for up to $250 or the maximum amount permitted by JAMS Rules, whichever is less. You are responsible for all additional costs you incur in the arbitration, including but not limited to attorney's or expert witness fees.

(e) Opt-Out

You have the right to opt-out and not be bound by the arbitration and class-action waiver provisions set forth in these Terms of Use by sending written notice of your decision to opt-out to cs@blackpearlgame.com. The notice must be sent within thirty (30) days of registering to use the Services or agreeing to these Terms of Use, or within thirty (30) days of the posting of revisions incorporating such terms within these Terms of Use, otherwise, you are bound to arbitrate disputes in accordance with the terms of those paragraphs. The notice must include your name and address. If you opt-out of these arbitration provisions, Black Pearl Games will also not be bound by them.

(f) Exceptions

Despite any provision in these Terms of Use to the contrary, you may bring your claims in the "small claims" court, provided that your claims qualify, remain in such court, and advance only on an individual (non-class, non-representative) basis. Furthermore, you and Black Pearl Games shall have the right to bring a lawsuit in a court with proper jurisdiction to seek injunctive or other equitable or conservatory relief, or if the claim involves alleged infringement or misappropriation of intellectual property.

(g) Governing Law and Venue

These Terms of Use shall be governed by the laws of the State of New York, without regard to its conflict of laws rules, and therefore the appropriate venue for any disputes arising from or related to any of the foregoing shall be the arbitration venue set forth in this Section 13.2, or if arbitration is not applicable, then the state and federal courts located in Los Angeles County, California. You and Black Pearl Games agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms of Use.