Terms of Use

Last Updated: 11/29/2023

Game Play Network, Inc. (“GPN”) operates an advance deposit wagering service that it makes available in certain states by way of: (i) the website located at https://www.horseplay.com (“horseplay”) and other authorized websites (individually or collectively, the “Website”); (ii) the horseplay and other authorized mobile applications (individually and collectively, the “Mobile Application”); (iii) authorized retail devices (individually and collectively, the “Devices”); and (iv) GPN’s proprietary application programming interface that integrates with certain authorized third-party applications. As used herein, the term “Service” refers collectively to all means and methods (including the Website, the Mobile Application and the Devices) by which one may: (i) become an approved user of GPN’s advance deposit wagering service; and/or (ii) utilize the advance deposit wagering service to place wagers and/or use other features and functionalities offered via the Service. These Terms of Use (as amended from time to time, “Terms of Use”) describe the terms and conditions applicable to the use of the Service. This is a legal agreement and it is important that you read and understand exactly what you are agreeing to before you click the “I AGREE” button. By visiting or accessing the Service, you represent, warrant and agree that, if applicable, you (i) satisfy GPN’s minimum age requirement in your state of residence, (ii) can form legally binding contracts under applicable law, and (iii) will be bound by these Terms of Use, GPN’s Privacy Policy and all applicable laws and regulations. If you have any questions about these Terms of Use, you can reach us at support@horseplay.com.

 1. ACCEPTANCE OF TERMS

These Terms of Use comprise a legal agreement between you (“you”, “User” or “Account Holder”) and GPN. You must read and agree to these Terms of Use in order to create a user account (“Account”) and use the Service. If you do not agree with these Terms of Use, do not create an Account or use the Service. 

When you create a username and password via the Service, you will be required to agree to these Terms of Use and GPN’s Privacy Policy. If you do not affirmatively agree to these Terms of Use and said Privacy Policy, you will not be able to create an Account and apply for an advance deposit wagering account. Some promotions, features and other services offered through the Service may be subject to additional terms and conditions promulgated by GPN from time to time; your use of such features is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

 2. REGISTRATION AND ELIGIBILITY

Use of the Service is also subject to all applicable laws and regulations. By registering for an Account and using the Service, you represent, warrant and agree that: (i) if applicable, you satisfy GPN’s minimum age requirement in your state of residence, (ii) can form legally binding contracts under applicable law, (iii) will be bound by these Terms of Use, GPN’s Privacy Policy and all applicable laws and regulations, (iv) the address you provided is true and correct and that you are a resident of the State associated with such address; (v) all registration information you submit is truthful and accurate; (vi) at all times you will maintain the accuracy of such information including name, primary address, email address and phone number by contacting our Player Services department; and (vii) your Account is only for your own use and you will not allow others to access or use your Account. If you change your State of residence, you agree not to use your Account until GPN has verified the new address. GPN may, in its sole discretion, refuse to offer the Service to any person and/or change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

3. USER ACCOUNTS

3.1 Account Creation

To use the Service, you will be required to create an Account. To do so, a User must be legally allowed to open an advance deposit wagering account and not otherwise be disqualified by these Terms of Use or applicable law. You authorize GPN to open an advance deposit wagering account in your name and to place wagers, and manage funds, on your behalf. You also authorize GPN to use third- party services to authenticate your Account information. You agree that you may create and have only one Account. GPN does not permit or recognize the transfer of an Account from one User to another User. Any attempt to do so in violation of this requirement shall be void and of no effect. Funds are not transferrable between Account Holders.

3.2 Account Security

a. Password Access. You are fully responsible for maintaining the confidentiality of your password, and for any and all activities that occur in association with your Account, whether or not authorized by you. You may not use anyone else’s account and you may not allow anyone else to use your Account. You agree to (i) notify GPN immediately of any compromise of your password, unauthorized use of your Account, or any other breach of security, and (ii) provide documented evidence of such compromise or breach as requested by GPN. You agree that you will be liable for losses incurred by us or another party due to someone else using your Account or password. You agree that GPN will not be liable for any loss you may incur as a result of someone else using your password or Account, either with or without your knowledge.

b. SMS Access Code. The Service may allow you to access and authenticate your Account via the transmission of an SMS code to your mobile device. You are fully responsible for maintaining the confidentiality of the SMS code. You may not use anyone else’s SMS code and you may not allow anyone else to use your SMS code. You agree to notify GPN immediately of any compromise of your SMS code, and to provide documented evidence of such compromise or breach as requested by GPN. You agree that you will be liable for losses incurred by us or another party due to someone else using your SMS code. You agree that GPN will not be liable for any loss you may incur as a result of someone else using your SMS code, either with or without your knowledge.

c. Biometric Verification. The Service may allow you to access and authenticate your Account via the transmission of certain biometric information. Biometric verification is any means by which a person can be uniquely identified by evaluating one or more distinguishing biological traits. Unique identifiers include fingerprints, hand geometry, earlobe geometry, retina and iris patterns, voice waves, DNA and signatures. The Service currently integrates, and may in the future integrate, with independent third-party biometric login/authentication services made available by mobile device operating system providers (collectively, a “Biometric Authentication Service”). If the operating system for your mobile device contains a Biometric Authentication Service and GPN’s Service has integrated that particular Biometric Authentication Service, you may elect to enable the Biometric Authentication Service in using the Service. If you choose to enable the Biometric Authentication Service in connection with your use of the Service, your use of the Biometric Authentication Service shall be governed by the following terms and conditions.

 1. You are not permitted to enable the Biometric Authentication Service in connection with the Service if any unique identifier (such as a fingerprint) besides your own is registered on the device. To help keep your Account secure and to help prevent unauthorized access or transactions, you agree that only the unique identifier registered to use the Biometric Authentication Service will be used to access your Account on your device.

2. If you choose to enable the Biometric Authentication Service in connection with your use of the Service, any registered unique identifier can be used to sign into the Service and access your account. Signing into the Service via the Biometric Authentication Service will have the same effect as signing in using your Account password.

3. You are responsible for any transactions in your Account that are authorized through the Biometric Authentication Service and/or for any access to the Service authorized through the Biometric Authentication Service. We will not be responsible to you for any losses that may result from the Service being signed into or accessed through the Biometric Authentication Service. It is important that no other person is registered or authorized to use the Biometric Authentication Service on your device.

4. The Biometric Authentication Service is a service offered by your mobile device’s operating system provider and as such GPN is not responsible for your use or inability to use the applicable Biometric Authentication Service. GPN does not endorse or warrant the use of any Biometric Authentication Service. GPN does not collect or store fingerprint or other unique identifier data and is not provided this data by the applicable Biometric Authentication Service.

 3.3 Account Funding General Terms

GPN allows Account Holders to fund their Accounts in multiple ways, including ACH, credit cards, debit cards, digital payments systems and mobile phone payment systems (each, a “Funding Source”). You understand and agree that, if you fund your Account through a particular Funding Source, all withdrawals from, and deposits to, your Account shall be made via the same Funding Source, unless another disbursement method is required pursuant to Section 3.6 of these Terms of Use. Account deposits will be made available for your use in accordance with financial industry availability standards. Account balances bear no interest, and Account deposits may be subject to deposit fee charges. Users can check their account balances through the Service.

a. Electronic Signature and ACH Authorization. If you elect to fund your Account by depositing amounts from your bank account, the terms of this Section 3.3 shall apply to your use of the automated clearing house (“ACH”) payment system. By choosing your bank account as your deposit method, you agree that: (i) you have read, understood, and agree to the terms and conditions set forth in this Section 3.3; (ii) your agreement to the these ACH terms and conditions constitutes a writing signed by you under any applicable laws or regulations; (iii) you consent to the electronic delivery of the disclosures contained in these ACH terms and conditions; and (iv) you authorize GPN (or GPN’s payment processing vendor for ACH transactions) to make any inquiries we or it consider necessary to validate your account, which may include ordering a credit report, performing other credit checks and/or verifying the information you provide against third-party databases. Further, you hereby authorize GPN or GPN’s payment processing vendor for ACH transactions to: (i) initiate a debit, in the amounts indicated by you from time to time and at your request, from your checking or savings account, in the depository financial institution identified by the routing number supplied by you, and to deposit the debited amount into your Account; and (ii) initiate a credit, in the amounts indicated by you from time to time and at your request, to your checking or savings account, in the depository financial institution identified by the routing number supplied by you, and to deposit the designated amount into your bank or savings account by withdrawing the corresponding amount from your Account. You agree that you cannot and will not use any bank account associated with or controlled by any business in connection with funding your Account or withdrawing amounts from your Account.

b. Returned Items. You acknowledge that GPN (or GPN’s payment processing vendor for ACH transactions) may charge you a returned item fee in an amount as determined by GPN’s payment processing vendor for ACH transactions (the “Returned Item Fee”) if your bank account has insufficient funds to cover any transaction initiated by you to deposit funds into your Account. You authorize GPN (or GPN’s payment processing vendor for ACH transactions) to collect the Returned Item Fee from other forms of payment you have previously used to make deposits into your Account. Additionally, you understand and agree that GPN reserves the right to suspend your Account until such time as you have paid all Returned Item Fees to GPN or GPN’s payment processing vendor for ACH transactions.

c. ACH (Electronic Checking or Direct Deposit). The Service may allow you to fund your Account by electronically transferring funds directly from your bank account (an “ACH Deposit”). All ACH Deposits are facilitated by GPN’s open banking providers. By choosing to make an ACH Deposit, you agree that, in addition to the terms and conditions set forth in this Section 3.3, you have read, understood, and agree to the terms and conditions set forth by the applicable open banking provider.

d. Credit Card Transactions. The Service may allow you to fund your Account by making a deposit via a credit card. In such event, please be aware that your credit card issuer may consider such a deposit to be a cash advance transaction that subjects you to additional costs and/or fees under your agreement with your credit card issuer. GPN is not liable for any fees or costs imposed on you by your credit card issuer. You acknowledge that GPN may charge you processor fees, in an amount as determined by the applicable credit card issuer, for chargebacks received on any credit card transaction initiated by you to deposit funds into your Account (the “Chargeback Fee”). You authorize GPN to collect the Chargeback Fee from other forms of payment you have previously used to make deposits into your Account. Additionally, you understand and agree that GPN reserves the right to suspend your Account until such time as you have paid all Chargeback Fees to GPN.

e. Other Funding Instruments or Mechanisms. The Service may allow you to fund your Account by making a deposit via digital payments systems, mobile phone payment systems and/or other funding instruments or mechanisms (collectively, an “Other Funding Mechanism”). Your use of an Other Funding Mechanism will be governed by the terms and conditions imposed by the applicable Other Funding Mechanism, and nothing herein shall modify, amend or supersede your agreement with such Other Funding Mechanism.

 f. Payment Information. To the extent that you provide GPN with your payment information, you represent that you are an authorized user of the chosen method of payment, and that all payment information you provide, including your name, payment account identifying number, expiration date, security codes, billing address and all other payment information, is current, complete, true and accurate.

3.4 Account Suspension and Termination

GPN reserves the right, at its sole discretion, to terminate and close an Account for any reason whatsoever and without explanation. In the event an Account is terminated and closed, GPN shall return to you the balance of any funds in your Account at the time of termination and closure, together with a closing Account statement. Likewise, you retain full discretion to end or terminate your Account and discontinue use of the Service at any time. If a User moves to a State where the Service is not available, GPN shall be required to terminate the Account and return all remaining funds.

3.5 Tax Reporting and Withholding

GPN will report wager winnings and withhold taxes in accordance with applicable law. If a User is subject to IRS reporting and/or withholding requirements, GPN will send a Form W2-G for tax purposes. Upon written request, GPN will provide a User with summarized tax information on the User’s wagering activities. Pursuant to these reporting requirements, you agree to indemnify and hold harmless GPN for any claims, demands, liens or judgments based on non-payment or underpayment of such taxes. You hereby grant to GPN a priority lien and security interest in all of your right, title and interest in and to the proceeds of any wager to the extent required to satisfy any taxing authority claims or liens. You agree to file any financing statements or other appropriate document with the relevant governmental authorities to assure the validity, priority and enforceability of the claim or lien. You shall not grant a lien or security interest on the proceeds of any wager to any third-party without the prior written consent of GPN. You are responsible for the payment of all applicable sales, use, gaming or other taxes for use of the Service and/or wagers placed via the Service.

 3.6 Account Withdrawals

Requests for withdrawals can be made via the Service, by mail to Game Play Network Player Services, 9600 SW Oak St, Suite 380, Tigard, OR 97223, by e- mailing support@horseplay.com , or by Live Chat with Player Services at https://support.horseplay.com/hc/en-us?livechat=true. In connection with withdrawal requests, GPN will disburse remaining Account funds to the Account Holder via the same Funding Source that the Account Holder used to fund the Account, unless: (i) regulatory requirements mandate a different disbursement method; (ii) the original Funding Source does not allow for incoming deposits (such as credit cards); or (iii) GPN in its discretion agrees to a different disbursement method upon the request of the Account Holder, or otherwise determines a different disbursement method is required.

 a. Withdrawal Limitations & Fees. GPN may impose limitations on the total number of deposits and withdrawals, and the minimum amounts of any deposits and withdrawals, allowable per transaction, day and/or week, except in connection with the termination and closing of an Account. GPN may also impose fees on multiple withdrawals within a certain time period. Any such limitations and fees will be posted from time to time via the Service or upon request of the User.

 b. With respect to account withdrawal requests, GPN will use commercially reasonable efforts to process such requests within five (5) business days except where suspicious activity is observed.

 3.7 Account Statement

Users may access their transaction history/account statement via the Service or by contacting Game Play Network Player Services by Live Chat at https://support.horseplay.com/hc/en-us?livechat=true or via e-mail at support@horseplay.com. Account statements will only be delivered to the verified address or email address on file. GPN reserves the right to place time limitations on GPN’s maintenance of account history information, provided that such time period complies with applicable law.

3.8 Dormant/Inactive Accounts

In the event your Account has no wagering activity for twelve (12) consecutive months and has funds on deposit, GPN reserves the right to assess an account maintenance service charge of no more than ten dollars ($10.00) per month, until the account is no longer inactive, or the balance reaches zero ($0). GPN reserves the right to suspend any Account that is inactive for twelve (12) consecutive months and has a balance of zero dollars ($0).

3.9 Communications

By providing your e-mail address and telephone number to GPN, you authorize GPN (via horseplay or otherwise) to communicate with you via e-mail and/or telephone. From time to time, GPN (via horseplay or otherwise) may contact you via e-mail, push notifications and/or telephone regarding: (i) your transactions; (ii) promotions relating to the Service; (iii) changes or upgrades to the Service; (iv) additions to the GPN mobile game network; (v) new payment instruments or modifications to existing payment instruments; and/or (vi) updates or modifications to these Terms of Use and/or Privacy Policy. You may unsubscribe at any time to future promotional e-mails by following the directions contained in such e-mails or as set forth in the Privacy Policy. Even if you opt out of receiving future promotional e-mails, GPN (via horseplay or otherwise) will continue to maintain the right to send you e-mails and push notifications regarding your use of the Service and/or transactions that you authorized via the Service.

 4. WAGERING

Results of wagers placed through the Service are revealed to you by playing on-line or mobile games that are included in our games portfolio. The specific terms applicable to wagering via the Service’s games interface are outlined in Section 4.2 below.

4.1 Terms Applicable to All Wagering

a. You understand that all wagers placed from your Account will be combined and merged with all other wagers in commingled, pari-mutuel pools, which may include Private Pools (as defined below). All wagers placed will be in US Dollars. All wagers confirmed by you will be withdrawn from your Account prior to submission of the wager. GPN reserves the right to refuse any wagering transaction for any reason.

 b. Wagers placed from your Account may also be combined and merged from time to time at our election in pari-mutuel pools which are hosted exclusively on behalf of GPN Users (“Private Pools”). Payouts from Private Pools may deviate from payouts in the pari-mutuel pools conducted by the host racetrack or other third parties which include wagers made by persons or entities other than you and other Users. Private Pools are intended, but are not guaranteed, to enhance overall player returns. Private Pools will be subject to the rules and regulations of the applicable jurisdictional authority (if any).

 c. GPN may utilize Net Pool Pricing (“NPP”) to allow merged pari-mutuel pools across different jurisdictions with different takeout rates.

d. GPN does not allow for the cancellation of any wagers once the wagers have been confirmed in accordance with the Service’s confirmation process. By placing a wager through the Service, you agree to the recording of all Account transactions including any calls made to our business or customer service offices.

e. By using the Service, you hereby authorize GPN and any relevant hardware manufacturers and associated vendors to verify your location coordinate data. If you have disabled the location services settings or functionality on your mobile device, GPN may not be able to verify your location and, in such event, GPN reserves the right to prevent you from using the Service. GPN uses geo-location checks and location services data to comply with GPN’s advance deposit wagering licenses and applicable law.

4.2 Terms for Wagering via the Games Interface

Before you may place wagers through the Service, you must carefully read, understand and agree to the following additional terms. If you do not fully understand and agree to any of the following terms, you should not use the Service.

a. By authorizing the placement of wagers through the Service, you are also authorizing GPN to use its proprietary algorithms to generate a: (i) mix of wagers having an aggregate dollar value equaling the total amount of the wager; or (ii) single wager having a dollar value equaling the total amount of the wager (collectively referred to herein as the “Wagering Mix”). 

b. The Wagering Mix may consist of one or more of the types of wagers offered at a racetrack or via an advance deposit wagering service, including the following: Win, Place, Show, Win-Place-Show, Exacta, Quinella, Trifecta, Superfecta, Daily Double, Pick 3, Pick 6 or such other wager types or categories that may be legally available.

c. You understand and acknowledge that the Wagering Mix is provided solely as a mechanism to streamline the wagering process for Users who seek a simpler method of wagering and is not intended to handicap or provide a higher probability of winning more money as compared to any other method of selecting wagers. You understand and agree that, as with any wagering activity, you may lose up to the entire amount wagered when using our Service.

 d. You can review the: (i) proposed Wagering Mix by clicking on the “Wager Details” link prior to confirming the wagers; and (ii) program details for the wagers in the Wagering Mix. If you wish to change the Wagering Mix, you may do so by pressing the “reshuffle” button to generate a new set of wagers. You understand and acknowledge that, by pressing the “confirm” button, you are agreeing to the Wagering Mix and authorizing GPN to place those wagers for you. Once you confirm in this manner, your wagers are placed and cannot be cancelled or modified.

e. Due to technical or other reasons, GPN may not be able to place one or more wagers in your Wagering Mix (an “Unavailable Wager”). The following provisions shall govern GPN’s placement of a substitute wager in the event of an Unavailable Wager.

i. With respect to those Users who have elected not to review the Wagering Mix, clicking the “Confirm Wager” button shall authorize GPN to do one of the following in the event of an Unavailable Wager: (1) GPN may place a substitute wager for the same amount as the Unavailable Wager; or (2) GPN may refund the amount of the Unavailable Wager to the User’s Account.

ii. With respect to those Users who have elected to see the “Wager Details”, such Users may choose not to authorize GPN to place a substitute wager in the event of an Unavailable Wager by clicking on the button immediately above the “Confirm Wager” button. If such Users do not click the button above the “Confirm Wager” button, the clicking of the “Confirm Wager” button shall authorize GPN to place a substitute wager for the same amount as the Unavailable Wager.

f. You understand and acknowledge that the winnings or losses that are revealed to you through playing one or more of the games are determined solely by the results of the pari-mutuel wagers that were placed. The level of skill you exercise in playing the games or other game mechanics have no bearing on, and do not in any way affect, the total amount of money you win or lose. The games are merely an entertaining mechanism to display the results of your completed wagers.

 g. By choosing to place wagers via the Service, you authorize GPN to (1) reveal the results of your wagers to you, and (2) enhance said results by adding cash, virtual rewards or other consideration to your Account, with or without prior notice, and whether as part of a marketing promotion or player bonus program or for any other reason, and in the case of both (1) and (2), at such time(s) and in such manner as GPN determines, in its sole discretion. Once you complete the chosen game(s) and elect to reveal the full dollar amount of your wager(s), the total winnings of your wagers, if any, will be fully revealed to you. In the event of a technical failure in any of the games or the Service that prevents you from revealing any portion of the results of your wager(s), you authorize GPN to utilize an alternative reveal mechanism to communicate or deliver the results of your wager(s) to you.

h. You understand and agree that, although the proceeds from successful wagers will be deposited into your Account as soon as each race is posted official and winning payouts are available, when you elect to use the Service’s games interface the amounts you have won will only be displayed in your Account balance after such amounts have been revealed to you in the games you have elected to play. You understand, however, that at any point in time you can opt to forego revealing the results of your wagers through game play by using the “Play All” function. The Play All function will instantly display to you, and reflect in your Account balance, the entire results of all your wagers. In the event of a technical failure in any of the games or the Service that prevents you from revealing any portion of the results of your wager(s), you authorize GPN to utilize an alternative reveal mechanism to communicate or deliver the results of your wager(s) to you.

i. The Service may notify you of the estimated time when your wager results will be available to be revealed by you via the games interface. GPN shall have no liability whatsoever if the estimated time communicated to you is incorrect.

j. There is an inherent delay between the time a wager is purchased and the pool results are official and it is paid. In order to expedite the delivery of wagers to players, the Service may activate a Player Reserve Sub- Account (“Player Reserve”) for players. GPN may advance funds into a Player Reserve and use these funds to purchase wagers for the player. The wagers held in the Player Reserve are claimed by the player when they purchase new wagers, at which time the player funds are transferred into the Player Reserve to pay for the wagers. Wager purchases in which the player reviews the wager details prior to purchasing are not eligible for claiming from the Player Reserve. Wagers in a Player Reserve that are not claimed within seven (7) days from their purchase may be reclaimed by GPN for promotional use. GPN may offer, or stop offering, the Player Reserves by state, locality, player group or individual players at its sole discretion. Players may elect out of the Player Reserve feature by contacting support@horseplay.com.

5. PROMOTIONS

5.3 Marketing Promotions

GPN may run various marketing promotions including, but not limited to, promotions for (i) the Service; (ii) the Website (including horseplay); (iii) the Mobile Application (including horseplay); (iv) the Devices; and (v) certain third-party applications. These promotions will be subject to additional terms and conditions. By choosing to take part in such a promotion, you agree that you have read, understood and agreed to the terms and conditions applicable to that promotion. The terms and conditions for available promotions can be found here: https://support.horseplay.com/hc/en-us/categories/12090308848276-b-spot- Promotions.

6. INTELLECTUAL PROPERTY

6.1 Service Content

The Service contains, displays and/or otherwise makes available certain software, illustrations, documentation, information, music, pictures, images, text, photographs, animations, three-dimensional models, videos, audio, content and other digital material and assets (collectively, the “Content”). All Content is protected by both Federal law as well as the laws of various international jurisdictions, including, but not limited to, copyright law, trademark law, patent law, trade secret law and various governmental treaties. You acknowledge and agree that, notwithstanding your use of the Service, each of GPN and the other owners of the Content reserves any and all of its rights, title and interest in and to the Content. Nothing herein is intended to transfer or assign to you any ownership or beneficial rights in and to the Content. You acknowledge that all Content accessed by you by using the Service is at your own risk, and you will be solely responsible for any damage or loss to any party resulting therefrom.

6.2 License Grant

GPN hereby grants you a non-exclusive, non-transferable, limited right license to access, use and display the Service specifically for your personal, non- commercial use only. This license is fully and completely revocable at any time by GPN, with or without notice and for any or no reason. GPN makes no warranty as to legality, suitability or use of the Service and limited license granted herein, and you acknowledge, agree and otherwise consent that neither GPN nor any other Content owner shall have any liability to you arising from, or in connection with, your use of the Service.

 6.3 License Restrictions and Prohibitions

You shall not undertake any of the following activities in using the Service: (i) market, share, distribute, offer to sell, sell or otherwise make reproductions or copies of the Service in any way inconsistent with the rights of use provided by the license herein; (ii) remove or obscure any patent, copyright, trademark or other proprietary rights notices relating to the intellectual property or other Content; (iii) attempt to access source or object code of the Service by methods including reverse engineering or otherwise reducing it to a form readable without the use of a computer, except and unless any applicable statutes or laws specifically prohibit said restrictive language; (iv) amend, change or modify the Service (including the creation of any derivative or other works); (v) attempt to disable any digital rights management or copyright protection aspects of the Service, not already specifically prohibited by existing laws; (vi) create code, software or any other program that incorporates any elements of the Service; (vii) attempt to hack into, compromise or otherwise access the object or source code of the Service for any purposes, whether personal or commercial, without GPN’s express written permission; (viii) interrupt or attempt to interrupt the operation of the Service in any way; and/or (ix) transmit code, data or files that contain malicious code or that may in any way damage or interfere with the operation of the Service, other Users’ access to the Service and/or other Users’ computers.

6.4 Trademarks

The Service contains, displays and/or otherwise depicts certain trademarks, service marks, logos and/or other indicia of origin (collectively, “Trademarks”) owned by GPN, game publishers, payment processors or GPN’s other licensors, partners, distributors, service providers and vendors. You shall not use, reproduce or otherwise exploit any Trademarks or any similar derivations of any Trademarks.

7. DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY; INDEMNIFICATION

7.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF AND RELIANCE ON THE SERVICE AND ANY CONTENT AVAILABLE IS AT YOUR OWN RISK.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, GPN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING, USAGE, OR TRADE. GPN IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS ON THE SERVICE.

 7.2 Limitations of Liability

NEITHER GPN, NOR ANY OF GPN’S EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS, SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY OR OTHERWISE), ARISING FROM OR OTHERWISE RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SERVICE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR INTERACTIONS WITH GPN, INCLUDING BUT NOT LIMITED TO: (1) LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, LOSS OF REPUTATION, OR LOSS OF PROFITS; (2) ATTORNEYS’ FEES; OR (3) ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF GPN HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, GPN WILL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESSING OR USE OF, OR INABILITY TO USE, THE SERVICE, OR FOR ANY DAMAGES ARISING OUT OF A THIRD-PARTY’S UNAUTHORIZED ACCESS TO AND USE OF YOUR PERSONAL INFORMATION STORED ON GPN’S COMPUTERS AND/OR SERVERS. GPN WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT YOU ALLEGE ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE SERVICE, INCLUDING THE FAILURE OF ANY EQUIPMENT OR SOFTWARE, WHETHER UNDER OUR DIRECT CONTROL OR NOT, THAT MAY IMPEDE THE PLACING OF BETS OR THE ACCEPTANCE OF BETS, OR MAY OTHERWISE PREVENT THE OPERATION OF THE SERVICE.

YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE WITH GPN IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT. IN NO CASE SHALL GPN’S LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO GPN OR ITS DESIGNEES FOR THE APPLICABLE TRANSACTION GIVING RISE TO ANY SUCH LIABILITY OR $500.00, WHICHEVER IS LOWER. GPN RESERVES THE RIGHT TO TERMINATE, SUSPEND OR CHANGE ANY ASPECT OR FEATURE OF THE SERVICE AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE TO YOU. YOU AGREE THAT GPN SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY SUCH TERMINATION, SUSPENSION OR CHANGE.

7.3 Third-Party Services/Functionalities

Certain information available through the Service, including wagering and race information, may have been provided by independent third-party information suppliers. GPN is not responsible for the accuracy or reliability of such information, and the inclusion of such information in the Service shall not be deemed an endorsement or recommendation of any third-party or constitute any representation as to a third-party’s qualifications, services, products, offerings, information or any other content. You acknowledge that under no circumstances will GPN be liable for any loss or damage caused by your reliance on such third-party information.

 7.4 Liability Limits

Because some states or jurisdictions may not allow an exclusion or limitation of liability for consequential or incidental damages, in any such states or jurisdictions, GPN’s liability shall be limited to the fullest extent permitted by law.

 7.5 Indemnification

You agree to indemnify, defend and hold harmless GPN, its affiliated companies and their respective directors, officers, employees and owners, from and against all claims, losses, costs and expenses (including, without limitation, court costs and attorneys’ fees) arising out of: (a) your use of, or activities in connection with, the Service; and/or (b) any violation of these Terms of Use by you or through your Account. The foregoing indemnification obligation shall survive any suspension, closure, cancellation or termination of your Account.

7.6 California Residents

Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at 916.445.1254.

8. DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use. You and GPN agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. You agree that the provisions in this paragraph will survive any suspension, closure, cancellation or termination of your Account or the Service.

You hereby specifically acknowledge, agree and consent that any suit, action, proceeding, dispute, controversy or claim (“Dispute”) arising out of or relating to these Terms of Use or the Service will be dealt with in accordance with the following procedures. All parties shall first attempt to negotiate all Disputes informally for at least thirty (30) days before initiating any arbitration. The parties shall use their best efforts through his informal process to settle any Dispute and engage in good faith negations. Such informal negotiations shall commence following the receipt of a notice in writing by one of the parties sent to the other. GPN will send its notice to your billing address and email you a copy to the email address you have provided to us. You may send any notice to GPN to the address listed below.

 If the Dispute is not resolved through informal negotiations, the Dispute (except those Disputes expressly excluded below) shall be finally and exclusively resolved by binding arbitration before a sole arbitrator in Los Angeles, California in accordance with the Streamlined Rules of the Judicial Arbitration and Mediation Services (“JAMS”). The current Streamlined Rules of JAMS are available here: http://www.jamsadr.com/rules-streamlined-arbitration/. If the parties cannot agree on an arbitrator, the selection process of JAMS shall apply. The party seeking to bring a claim under this Arbitration Provision must demand arbitration in writing and deliver the written demand, with an original physical signature, by hand or first class mail to the other party (the “Demand for Arbitration”). Any Demand for Arbitration submitted with a digital, electronic, copied, or other non-original signature will be null and void. The Demand for Arbitration shall include an identification of the parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. Any Demand for Arbitration made to GPN shall be provided to by U.S. Mail, or by any nationally recognized delivery service (e.g., UPS, Federal Express, etc.), or by hand delivery to the address listed below.

YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND MAY HAVE RIGHT TO REQUEST A JURY TRIAL. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by an arbitrator rather than a court. The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of his, her or its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this Section 8.

The parties agree that any arbitration shall be limited to the Dispute between you and GPN individually. To the full extent permitted by law: (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

 9. JURISDICTION AND CHOICE OF LAW

To the extent not covered by the Dispute Resolution provisions above, any disputes between you and GPN arising out of or related to the Services or these Terms of Use shall be subject to the exclusive jurisdiction and venue of the federal and state courts located in the State of Oregon, and shall be governed by, and will be construed under, the law of the United States of America and the law of the State of Oregon, without regard to choice of law principles, regardless of where you live. You agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

 10. GENERAL TERMS

10.1 Modification of Terms of Use

GPN may choose to notify you of any modifications to these Terms of Use in connection with your sign-in to use the Service or through other means as determined by GPN in its discretion. Such modifications will be effective immediately, and will apply to disputes arising under these Terms of Use from the date of posting of the modified Terms of Use. Your continued use of the Service after a modification has been made to these Terms of Use constitutes your acceptance of such modification.

 10.2 Severability

If any part of these Terms of Use are determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

10.3 Complete Agreement

These Terms of Use, including the Privacy Policy and any other documents expressly incorporated herein by reference, constitute the entire agreement between you and GPN with respect to your interactions with GPN and/or your use of or access to the Service. These Terms of Use supersede all prior or contemporaneous communications, whether electronic, oral or written, between you and GPN with respect to its subject matter and you represent that you have not relied on any such communications in accepting these Terms of Use.

 10.4 Jurisdictional Issues and Export Control Laws

The Service is controlled and operated by GPN from its offices within the United States. GPN makes no representation that the Service is appropriate, legal or available for use in other locations. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You agree not to use or otherwise export or re-export the Service except as authorized by United States law and the laws of the jurisdiction in which the Service was obtained. Without limited the foregoing, the Service may not be exported or re-exported (a) into (or to a national resident of) any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By accessing and using the Service, you represent and warrant that you are not located in, under control of, or a national resident of any such country or on any such list.

 10.5 Links to Third-Party Sites

The Service may link to third-party sites (“Linked Sites”). These Linked Sites are not controlled by GPN and GPN is not responsible for the information on the Linked Sites, for the business practices or privacy policies of the Linked Sites, or for the collection, use or disclosure of any information by the Linked Sites. GPN provides links to the Linked Sites only as a matter of convenience, and the inclusion of any link does not imply an endorsement by GPN of any Linked Site.

 10.6 Regulatory Compliance

GPN’s performance of these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of GPN’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Service.

10.7 Force Majeure

Notwithstanding anything else in these Terms of Use, no default, delay or failure to perform on the part of GPN shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond our reasonable control.

10.8 Waiver

No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

10.9 Remedies

The parties hereby acknowledge and agree that GPN would be irreparably damaged if these Terms of Use were not specifically enforced. Therefore, GPN shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms of Use, in addition to such other remedies as GPN may otherwise have available to it under applicable laws.

10.10 Contact and Notices

You may give notice to or otherwise contact GPN at the following address: Game Play Network, Inc., 10866 Wilshire Blvd., Suite 700, Los Angeles, CA 90024, Attention: Chief Legal Officer.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF USE AND AGREE THAT MY USE OF THE SERVICE IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS OF USE. 

If at any time you wish to obtain an additional copy of the above Terms of Use, you may review and/or print the Terms of Use by: (i) visiting the web site located at www.horseplay.com and clicking on the Terms of Use hyperlink on the footer of the home page; and/or (ii) logging into the Service, going to Settings, and clicking on “Terms of Use.”