End User License Agreement
IMPORTANT – READ CAREFULLY BEFORE PROCEEDING
Versus provides an in-game prizing and promotions platform that allows game publishers and developers to offer in-game and in-app prizing designed to enable an engaging advertising experience and to create higher player and consumer viewership, engagement, and satisfaction (the “Versus Rewards Platform”). This End License Agreement (“EULA”) governs the provision of the Versus Rewards Platform, accompanying documentation and materials, and services set forth herein (the “Services”) by Versus LLC, a Nevada limited liability company (“Versus”) to you (“You” or “Client”). Versus is willing to permit you to access the Versus Rewards Platform, provide the monitoring, integration support, technology upgrades, and developer documentation and workshops for your use of the Versus Rewards Platform, and grant to you the rights set forth below, subject to and in accordance with this EULA.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THIS EULA YOU ARE AGREEING TO RESOLVE ANY DISPUTE BETWEEN YOU AND VERSUS THROUGH BINDING ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
1. Agreement to EULA. Versus is willing to provide the Versus Rewards Platform to you only upon the condition that you accept this EULA. By accessing or using the Versus Rewards Platform, you agree to this EULA. If you do not accept this EULA, then you may not access or use the Versus Rewards Platform. If you are accessing and using the Versus Rewards Platform on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this EULA. In that case, “you” and “your” will refer to that company or other legal entity.
3. Versus Rewards Platform and Services.
a. The Versus Rewards Platform. Subject to Client’s compliance with this EULA, Versus will use commercially reasonable efforts to:
■ Make the Versus Rewards Platform available to Client in accordance with the ordering document submitted by Client and accepted by Versus and/or quotes mutually accepted or otherwise agreed to by the parties (collectively, an “Production Order”). Each Production Order will be subject to the EULA contained herein and must be submitted through a Versus representative or through the Versus website (the “Site”);
■ Deliver dashboard functionality for Client, which will enable Client to create matches and track match resolution;
■ Enable the fulfillment of downloadable content (“DLC”), physical goods or consumer packaged goods (“CPG”), and other prizes for those users of your products or services set forth on the Production Order (“Users,” and your products or services “Products”) who have been deemed eligible for such prizes;
■ Provide a process for Client or Client affiliates to respond to escalated customer support requests from Users, or from Client’s customer service representatives; and
■ As applicable and set forth on the Production Order, use commercially reasonable efforts to support your Product launch.
b. Additional Services. From time to time, Versus may make available certain additional features or services to Client, such as hosting services, maintenance services, technical support, and update and upgrade services (collectively, “Additional Services,” and together with the Versus Rewards Platform, the “Services”). Provision of any such Additional Services by Versus will be subject to the execution of specific Production Order(s) or amendments to existing Production Orders. Unless otherwise agreed to by the parties in the applicable Production Order, Client’s use of the Additional Services will be subject to this EULA.
c. Versus Platform Restrictions. Client shall not (a) except as otherwise set forth herein, permit third party access to or make the Services or Versus Rewards Platform available to anyone other than Client, (b) sell, resell, rent, or lease the Services or Versus Rewards Platform, (c) use the Services or Versus Rewards Platform to store or transmit infringing, libelous or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services or Versus Rewards Platform to store or transmit “malicious code”, (e) interfere with or disrupt the integrity or performance of the Services or Versus Rewards Platform or third party data contained therein, (f) attempt to gain unauthorized access to the Services or Versus Rewards Platform or their related systems or networks, (g) create derivative works based on the Services or Versus Rewards Platform, (h) copy, frame or mirror any part or content of the Services or Versus Rewards Platform, other than copying or framing as necessary for Client’s use of the Services and Versus Rewards Platform in accordance with the terms of this EULA, (i) reverse engineer the Services or Versus Rewards Platform, or (j) access the Services or Versus Rewards Platform in order to (1) build a competitive product or service or (2) copy any features, functions or graphics of the same.
d. Third Party Materials. Client acknowledges that the Versus Rewards Platform includes third party software components, including, but not limited to third party multi-factor authentication, data capturing and payment processing software. The terms of such third party software licenses and attribution requirements, if applicable, have been provided to Client, and Client hereby acknowledges, agrees to and accepts in all respects the terms and conditions of such licenses. If there is any inconsistency between the terms of such third party software licenses and the terms of this EULA, the terms of such third party software licenses will take precedence over the terms of this EULA. Client hereby acknowledges and agrees that such third parties are intended third party beneficiaries in relation to Client’s uses of such third party software.
e. Personnel. Versus may engage its employees and/or third-party consultants (collectively or individually referred to as the “Personnel”) to perform the Services. Subcontracting the provision of any portion of the Services in accordance with this EULA shall not relieve Versus of any of its obligations under this EULA. Each obligation of Versus to take or refrain from taking any action set forth in this EULA shall be deemed to include the obligation of Versus to cause the Personnel to take or refrain from taking such actions.
4. Your Responsibilities.
a. Obligations. In connection with your receipt of the Versus Services, you agree to:
■ Provide Versus with personal information relating to your users (“User Data”) necessary for the provision of the Versus Rewards Platform and Services;
■ Integrate the Versus Rewards Platform into the modes approved by the parties, such that users can elect to play Versus Rewards Platform-enabled modes for selected prizes.
■ Integrate menus into your user experience that allows users to easily find Versus Rewards Platform-enabled modes.
■ As reasonably requested by Versus, provide access to marketing information and code, and to data from existing system specs for your Products, for the purposes of design, discovery, and optimization for integration
■ Launch live product into market on selected game modes on or before the Launch Date (as applicable and set forth in the Production Order).
■ As reasonably requested by Versus, provide additional support related to Versus’s “first-party” submissions with Apple, Google and other gaming platforms.
b. Representations and Warranties. Client shall (i) be responsible for compliance with this EULA, the Versus Terms of Service (available online at: https://www.versussystems.com/terms-of-service) (the “TOS”) and incorporated herein by reference (as such may be amended from time to time) by Users, (ii) solely responsible for the accuracy, quality, integrity and legality of User Data and of the means by which it acquires User Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services or Versus Rewards Platform (which preventative measures shall, in any case, be as protective as those measures utilized by Client to prevent unauthorized access to or use of its own software, services or content), and notify Versus promptly of any such unauthorized access or use of the Services or Versus Rewards Platform, (iv) utilize best practices in the Products to prevent hacking, malicious player activity, and any other use or interaction with the Versus Rewards Platform outside of the scope of this Agreement, and (v) use the Services and Versus Rewards Platform only in accordance with this EULA and applicable laws and government regulations. Promptly upon any amendment(s) of this EULA pursuant to Section 2, Client shall update its user agreements accordingly, to the extent necessary to give effect to such amendment(s).
5. Additional terms regarding Hosting Services. If you elect to receive Hosting Services from Versus, then these terms will apply and Versus will charge you the then-current fees for the Hosting Services. Pursuant to the applicable Production Order, Versus will provide the Versus Rewards Platform in a hosted environment for access by Client via controlled web access and grants to Client and its affiliates a nonexclusive, non-assignable and non-transferable right to access and use the Software as hosted on the Versus’s servers and only for the purposes contemplated by the EULA (the “Hosting Services”). The parties shall integrate the Versus Rewards Platform within Client’s Products, within the specified countries. The parties acknowledge that Client has sole discretion to change the names of the Products and/or modes of such Products referenced herein before official launch, provided that the parties shall mutually agree in writing on any wholesale addition, elimination or substitution of any Product identified in Section 1 of this Production Order. Users who elect to play the Products in these Versus Rewards Platform-enabled modes are to be verified by the Versus Rewards Platform, and that once verified, will be able to play in selected modes for a variety of prizes. In furtherance and not in limitation of the foregoing, Versus and Client shall each perform the following Services during the Term: