TERMS OF SERVICE

Last updated June 12, 2023

OVERVIEW

Welcome to the CloudKey website and web application (collectively, the “CloudKey App”) operated by Cloud9 Esports, Inc. (“Cloud9,” “we,” “us,” or “our”). By agreeing to these Terms of Service (also referred to as “Terms”) or by accessing, participating in, or using the CloudKey App and any information, tools, and services available therein (collectively, the “Services”), using any feature of the Services, registering with the Services, or obtaining any benefits or purchasing anything from us through the Services, you agree to be bound by these Terms, including any additional terms and conditions and policies related hereto, referenced herein, and/or available by hyperlink, including, without limitation, Cloud9’s Privacy Policy relating to the CloudKey App and the Cloud9 Privacy Policy available at https://cloud9.gg/privacy-policy/. These Terms of Service constitute a legally binding agreement between you and Cloud9 governing your access to and use of the Services.

Please read these Terms of Service carefully before accessing or using the Services. If you do not agree to all of the terms and conditions of this agreement, then you may not access or use any Services.

The Services specifically include the game catalog that may be provided on the CloudKey App (the “Game Catalog”). The Services do not include interactions between users, but you may be invited to participate in Discord channel(s) or other platforms with user-to-user interactions. Participation in such channels is option and subject to third-party terms and conditions, including those of any such platforms.

California User Notice: We may share your personal information regarding your interactions with Cloud9 with third-party service providers, only to the limited extent necessary to perform Cloud9’s legitimate business and operational purposes. Please see our Privacy Policy for more details.

These Terms of Service apply to all users of the Services, including browsers, vendors, customers, merchants, and contributors of content. “Products” shall refer to the result of any design on the CloudKey App, any CloudKey App benefits or services, or any units of sale offered to end users through the CloudKey App. Any new features or tools added to the Service shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on the CloudKey App. We reserve the right to update, change, or replace any part of these Terms of Service by posting updates and/or changes to the CloudKey App. It is your responsibility to check the CloudKey App periodically for changes. Your continued use or access to the website after the posting of any changes constitutes acceptance of those changes.

We reserve the right to refuse service to anyone for any reason at any time other than as prohibited by applicable law. If required by applicable law, we will provide a legitimate reason for refusing service to a particular user.

1. PROHIBITED CONTENT AND ACTIVITIES

By agreeing to these Terms of Service, you represent that you are over the age of 18 and fully able and competent to enter into these Terms and to abide by and comply with these Terms. You may not access or use our Services if you are under the age of 18. You may not use our Services for any illegal or unauthorized purpose, nor may you, in the use of the Services, violate any laws in your jurisdiction. For example, you may not:

You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services, or access to the Services, or any contact on the website through which the Services are provided, without our express written permission.

You may only establish one account per person to participate in or access the Services. You agree that you will not transfer or sell your account or user ID to another party. Violations of system or network security and certain other conduct may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate these Terms of Service. We may suspend or terminate your access to the Services for any or no reason at any time without notice if allowed in your applicable jurisdiction. If required by applicable law, we shall provide notice of termination, legitimate reason for termination, and an opportunity to request a revision of the ban.

2. ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION

We are not responsible if information made available on the Services is not accurate, complete, or current. Materials on the Services is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the materials in the Services is at your own risk.

The Services may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Services at any time. You agree that it is your responsibility to monitor changes to the Services.

3. MODIFICATIONS TO THE SERVICES AND PRICES

Prices and/or policies for obtaining our Services and/or Products are subject to change without notice, but you will not be required to pay any fee to Cloud9 without being notified in advance of such charge and expressly agreeing to it. We reserve the right at any time to modify or discontinue the Services (or any part or content of it) without notice at any time. We shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Services.

We have the option, but not the obligation, to use reasonable means to verify the accuracy of information you submit in connection with your use of the Services, as we determine in our sole discretion.

We further have the option to offer various tiers of membership to the Services, through which each user’s individual access and benefits may vary from other users’ access and benefits, as determined by us in our sole discretion (“Membership Tier”). We reserve discretion regarding the criteria used to assign users to any particular Membership Tier, provided that (i) we will exercise good faith, reasonable discretion in doing so and (ii) we will never discriminate on the basis of race, color, nationality, gender identity, sexual orientation, religious affiliation, veteran status, or other protected characteristics.

4. REGISTRATION FOR CERTAIN SERVICES

You may be asked to register for certain activities in connection with the Services. When you register or provide any information in connection with the Services, you agree to provide accurate, current, and complete information about yourself as requested or directed, and to promptly update this information to maintain its accuracy. We have the right to suspend or terminate any account or other registration and to refuse any and all current or future use if we suspect that such information is inaccurate or incomplete. You are responsible for maintaining the confidentiality of any password and username that you are given or select, and you are responsible for all activities that occur under your password or account.

5. PRODUCTS OR SERVICES

Certain Products or services may be available exclusively through the CloudKey App.

Products or services you receive through the CloudKey App are not subject to returns or exchanges, subject to applicable laws. We reserve the right, but are not obligated, to limit the sales of our Products or Services to any person, geographic region, or jurisdiction. We reserve the right to limit the quantities of any Products or Services that we offer. All description of Products or Product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Product or Service at any time. Any offer for any Product or Service made on this site is void where prohibited.

THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS. BY USING THE SERVICES, YOU SPECIFICALLY ACKNOWLEDGE AND WAIVE ANY CLAIM FOR FRUSTRATION OF PURPOSE, MUTUAL MISTAKE, UNILATERAL MISTAKE, IMPOSSIBILITY, AND YOU FURTHER ACKNOWLEDGE AND ACCEPT THE PRODUCT WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER.

The opportunity to purchase a Product does not constitute a binding offer by us to offer the Product but is an invitation to you to submit an offer to us. You make a binding offer for the Product by entering all required information during the ordering process (“Offer”). We send an email to the email address you provided to us upon registration immediately after receipt of your Offer to confirm that we have received or accepted your Offer.

Billing and Payment. The price of the Products may be listed in U.S. Dollars ($) (USD) or any other currency (including cryptocurrency) Cloud9 decides to use.

Sales Tax. For certain purchases made, Cloud9 is required to collect sales tax (including any applicable VAT tax). In states or regions that impose sales or use tax, a purchase is subject to tax unless specifically exempt. The purchaser is responsible for any applicable taxes not collected by Cloud9, and certain states require purchasers to file a sales/use tax return reporting taxable purchases for which tax was not collected by Cloud9, and to pay such tax. For details, see the website of, or otherwise contact, the applicable taxing authority. If any sales tax will be collected by Cloud9 in connection with a purchase, that amount will be shown either prior to the completion of any purchase or reflected in the final confirmation of that purchase.

For the avoidance of doubt, Cloud9 has no affiliation or control over any third-party platforms and your use of any such platforms are completely at your own risk. Cloud9 has no control, whether direct or indirect, over any third-party platforms you are interacting with.

Cloud9 is not a party to any agreement between any users. We hold no responsibility for verifying the identity, legitimacy, and authenticity of any products or Services that you purchase from third-party sellers, and we make no claims about the identity, legitimacy, functionality, or authenticity of any such third-party products or Services. Further, we are not responsible for any claim of unauthorized or incorrect transactions, whether they were fraudulent, intentional, or negligent; imposed upon you, by you, or otherwise. You use third-party platforms at your own risk.

Your participation in the Services shall constitute your understanding of the risks outlined above.

6. SWEEPSTAKES

Sweepstakes, contests, games, and other promotions run on the Services by us may require you to provide some information such as full name, zip code, e-mail address, and phone number in order to participate. Prospective entrants are required to consent to and comply with the official rules and/or associated terms and conditions for each sweepstake, contest, or game, which may vary in each case. We may use a reputable third party, selected by, but not affiliated with us, to manage and administer some or all of its sweepstakes, contests, games, and other promotions. This third party may have access to some or all of the information that you provided in order to participate in the sweepstakes, contests, games, or other promotion.

Our sweepstakes and/or contests are targeted to individuals over the age of majority in the applicable jurisdiction, unless otherwise specified in the by the official rules of the related sweepstakes or contest, including, without limitations, minors with parental consent in certain jurisdictions. Proof of age may be required in order for an individual to collect any prizes awarded. More information regarding age limitations for any sweepstakes or contest can be found in the official rules of any sweepstakes or contest. We may advertise the sweepstake, contest, or game through various platforms or mediums. Unless otherwise expressly indicated, sweepstakes, contests, and games hosted by Cloud9 are not endorsed by or affiliated with any third party, including but not limited to the third-party platforms through which we may advertise or promote. The sweepstakes and/or contests are subject to federal, state, and local laws and regulations of the applicable jurisdictions where entrants are allowed to enter. Each sweepstakes and contest shall be governed by official rules specific to the applicable sweepstakes and/or contest.

7. INTELLECTUAL PROPERTY

Certain areas of the Services may enable you to post comments, send emails, or otherwise post, publish, submit, transmit, upload, send, or otherwise provide (“Provide”) information to us. You remain fully responsible for the content and other materials that you provide to us or others in connection with the Services, including information, photographs, designs, or other materials (“User Content”). You agree not to provide User Content that:

We also, to the extent permitted or required by law, have the right to disclose your identity to any third party who claims that any User Content you provide us or others in connection with the Services constitutes a violation of the third party's intellectual property rights or right to privacy, or of any other applicable local, state, national, or international law.

The Services may also offer opportunities for you to transmit User Content via third party social networking websites and products (“Third-Party Social Networking Features”). Any use of Third-Party Social Networking Features is subject to the then current terms of use of the applicable third-party website or product and not these Terms of Service, unless you are notified otherwise, in which case the terms and conditions set forth in such notification will apply.

If the Services permit you to provide us User Content, you may only provide User Content that is original and that you have the right to provide. By providing us User Content, you grant us a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sub-licensable, transferable license to publish, reproduce, distribute, transmit, display, perform, edit, adapt, modify, translate, create derivative works of, sell, offer for sale, export, and otherwise use and exploit your User Content (or any portion thereof) in any way that we want and in any form, media, or technology now known or later developed. You hereby waive any moral rights you may have in your User Content to the extent permitted by applicable law. You represent that you have obtained all necessary permissions from any person or entity identified in or implicated by your submission (including those shown in photographic or video content), and, in the case of minors, also from their parents or legal guardians, as appropriate.

By providing your User Content to us, you agree to these Terms. If you do not want to grant us permission to use your User Content in accordance with these Terms, please do not provide it to us on our Services.

The obligations that you have to us under these Terms shall survive termination of the Services, any use by you of the Services, any User Content on the Services, or these Terms. You shall not continue to post any User Content that we have previously advised you not to post.

You acknowledge that by submitting your User Content, no confidential, fiduciary, contractually implied, or other relationship is created between you and us or between you and any of our third-party providers other than as expressly set forth in these Terms. You acknowledge that we are not responsible for, and cannot and does not guarantee, the accuracy, completeness, or reliability of information in any User Content. You are solely responsible for your interactions with other users of the Services. You may use various features (e.g., the “Flag” within comments sections) to report violators within the User Content. We reserve the right, but have no obligation, to monitor disputes between you and other users.

You may link to our Services provided that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest or imply any form of association, approval, or endorsement on our part where none exist and no link to our Services may be “framed” to the extent such frame contains any sponsorship, advertising, or commercial text or graphics. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the User Content standards described in these Terms.

8. OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

9. THIRD-PARTY LINKS

Certain content, products, and services available via our Service may include materials from third parties. These include all content and services available relating to or in connection with the Game Catalog.

Third-party links on this site, including those in the Game Catalog, may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials and information (whether such materials and information exist on the site) or for any third-party websites (including any which we may link to), or for any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites, including any from our Game Catalog. Please review carefully the third party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

10. USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS

As part of using the Services, you may be asked to provide feedback regarding your use of the Services. You acknowledge that Cloud9 owns any feedback provided, and to the extent Cloud9 does not own such feedback, you hereby grant to us a perpetual, irrevocable, royalty-free, assignable, sublicensable, worldwide license to use and/or incorporate such feedback into any of our products, services, and/or other features, at any time, in any manner, in our sole and absolute discretion. You agree that you will not receive any compensation or reimbursement of any kind from Cloud9 for your feedback. We may monitor your use of the CloudKey App and use information we gather to improve the CloudKey App or our other products and services.

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation to (1) maintain any comments in confidence, (2) pay compensation for any comments, or (3) respond to any comments.

We may, but have no obligation to, monitor, edit, or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third party, including copyright, trademark, privacy, personality, or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third party.

11. USE OF DISCORD SERVER

As part of the Services, you may be granted access to a separate Discord server. In addition to any and all other obligations hereunder, and as may be communicated to you in the Discord server, you agree to maintain reasonable standards of cordiality and refrain from posting anything obscene or infringing on the Discord server. Cloud9 reserves the right to remove you from the Discord server at any time for any reason in Cloud9’s sole and absolute discretion.

12. ERRORS, INACCURACIES, AND OMISSIONS

Occasionally, there may be information on our site or in the Service that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, availability, and any descriptions relating to games on the Game Catalog. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order), subject to applicable law.

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

13. PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site, its content, or the Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit fraudulent, false or misleading information, including information related to your location; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

14. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF OUR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE (SPECIFICALLY INCLUDING BUT NOT LIMITED TO THE GAME CATALOG) ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. YOU ASSUME ALL RISKS AND COSTS ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING THE CLOUDKEY APP.

IN NO CASE SHALL CLOUD9, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICE OR ANY PRODUCTS PROCURED USING THE SERVICE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE (SPECIFICALLY INCLUDING BUT NOT LIMITED TO THE GAME CATALOG), EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Cloud9 and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach or alleged breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third party.

16. SEVERABILITY

If any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, and such determination shall not affect the validity and enforceability of any other remaining provisions.

17. TERMINATION

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice, and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

18. ENTIRE AGREEMENT; WAIVER; AMBIGUITIES

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

19. GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed according to the laws of the State of California.

20. CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time on the CloudKey App.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to the CloudKey App. It is your responsibility to check the CloudKey App periodically for changes. Your continued use of or access to the Services or the CloudKey App following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

You acknowledge and accept the risks of changes to the Terms of Service or to the CloudKey App. You further agree that Cloud9 shall not be liable for any loss of value you may experience as a result of such changes.

21. CONTACT INFORMATION / DMCA NOTIFICATION

Questions about the Terms of Service can be sent to us at cloudkey-support@cloud9.gg