TERMS OF SERVICE
1. General: (A) This Agreement sets forth the terms and conditions that apply to your use of the Services. Without limitation, by using or accessing the Services, you agree to comply with all of the terms and conditions hereof. The right to use the Services is personal to you and is not transferable to any other person or entity. You are responsible and liable for protecting the confidentiality of your password(s) and any other form of security used to access this site, if any, and are fully responsible for the use of the Services by any other person you permit to access the Services. Please notify Apex immediately of any unauthorized use of your password and account or any other breach of security.
2. Changed Terms: Apex may at any time change or modify these terms and conditions applicable to your use of the Services, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on the Website, or by electronic or conventional mail, or by any other means by which you obtain notice thereof. Any use of the Services by you after such notice will be deemed to constitute your acceptance of such changes, modifications, additions or deletions. If any modification, change, addition or change to these terms and conditions is not acceptable to you, your only recourse is to terminate this Agreement and refrain from using and accessing the Services. Apex may at any time change or discontinue any aspect or feature of the Services, including, but not limited to, content, hours of availability, and equipment needed for access or use.
3. Equipment: You are responsible for obtaining and maintaining all telephone, computer hardware and equipment, software, console and related equipment and other equipment needed for access to and use of the Services and all charges related thereto.
4. About Our Services: (A) As a commitment to our users, we currently provide you with access to a rich collection of online resources through our site or social media, including various communication and social networking tools, online forums, ladders, tournaments, leagues, news, reviews, personalized content and branded programming. Some Services are presently provided free of charge, but it is possible that Apex may charge for certain Services in the future. Apex will not charge you for any such Services unless you provide affirmative consent prior to such charges. (B) Service Limitations: We do our best to make your experience with the Services a pleasurable one. However, we cannot always foresee or anticipate technical or other difficulties. These difficulties may result in loss of data, personalization settings or other service interruptions. Therefore, you agree that the Services are provided on an “AS IS” and “AS AVAILABLE” basis. Apex does not assume responsibility for the timeliness, deletion, non-delivery or failure to store any user data, communications or personalization settings. (C) Service Changes and Discontinuation: Apex reserves the right to change or discontinue, temporarily or permanently, the Services at any time without notice. You agree that Apex will not be liable to you or any third party for any modification or discontinuance of the Services. (D) Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another individual or company. Your use of these other services, software or goods may be subject to separate terms between you and such other company or individual. If so, this Agreement does not affect your legal relationship with such other companies or individuals and Apex is not held responsible for any losses through said additional software.
5. Your Conduct: (A) You shall provide true, accurate, current and complete information about yourself as requested in the Website’s registration forms. Accurate records help us create better sites and provide us with opportunities to identify new services or products that may interest you. Please update your registration data to keep it current and accurate. (B) You shall use the Services for non-commercial, lawful purposes only. Any other use, or commercial use, of the Services requires the prior written approval of Apex. (C) You shall not post or transmit through the Services anything that contains content that: · is defamatory, abusive, obscene, profane or offensive; · infringes or violates another party’s intellectual property rights (such as music, videos, photos or other materials for which you do not have written authority from the owner of such materials to post on the Service); · violates any party’s right of publicity or right of privacy; · is threatening, harassing or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; · promotes or encourages violence; · is inaccurate, false or misleading in any way; · is illegal or promotes any illegal activities; · promotes illegal or unauthorized copying of another person’s copyrighted work or links to them or providing information to circumvent security measures; · contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or · contains any advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. These categories of prohibited content are merely examples and are not intended to be exhaustive. Any conduct by you that, in Apex’s sole discretion, restricts or inhibits any other user from using or enjoying the Services will not be permitted. Apex shall have the right, but not the obligation, to monitor the content of the Services, to determine compliance with this Agreement and any operating rules established by Apex and to satisfy any law, regulation or authorized government request. Apex will make the sole determinations as to what content is acceptable in its sole discretion. Apex may include, edit or remove any content at any time without notice, in its sole discretion. Without limiting any other rights or remedies of Apex, violations of the foregoing may result in removal of the prohibited communications and/or termination of your access/account bans to the Services. You understand that, when using the Services, you will be exposed to content from a variety of sources, and that Apex is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable. If you do so object, you should not use the Services. Apex does not pre-screen or endorse any member content and is not responsible or liable under any circumstances for such content. (D) You understand that access to the Services may result in access to other users’ names, screen names, email addresses, or other user information (collectively, “User Information”), and you acknowledge and agree that such User Information and any Apex Services constitute proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. You agree not to data scrape, copy, aggregate, redistribute, alter, reproduce or re-use for commercial purposes any user’s (whether specific to any particular user or as an aggregation) information accessible through the Services. You further agree not to disclose or otherwise use any proprietary or confidential information appearing on the Services without the prior written consent of Apex, whether such information is labeled “confidential” or “proprietary” or could reasonably be regarded as confidential or proprietary. (E) The Website contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound. The entire contents of the Website are copyrighted as a collective work under the United States copyright laws. Apex owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial or non-commercial exploitation of material on the Website will be permitted without the express permission of Apex and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by accessing or otherwise using copyrighted material. (F) You shall not upload, post, submit or otherwise make available on the Website any third-party material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of the Website , or otherwise submitting materials to Apex, you automatically grant, or warrant that the owner of such material has expressly granted Apex the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, edit, creative derivative works from, distribute, and sub-license such material (in whole or in part, through multiple tiers and/or via syndication) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other user to access, view, store or reproduce the material for their personal use. Please note that Apex does not want to receive confidential information from any user and any information received will be deemed NOT to be confidential. (G) As part of the Services, Apex may offer you the ability to include certain personal information in your public Apex profile. You acknowledge that if you choose to include personal information your public profile, then you are allowing others to view and access such information. The Apex profile functionality may also include the ability to link your Xbox LIVE and PlayStation Network account information. Such functionality requires that you provide Apex your Xbox LIVE and/or PlayStation Network account login information. By providing such information, you consent to Apex submitting such information to Sony and/or Microsoft authentication servers to access and retrieve information associated with such accounts, including trophy, achievement, and video game data. (H) Apex offers its users the opportunity to participate in certain online competitions and tournaments, some of which may have prizes for the winners. If you participate in such online competitions and tournaments, you may be required to sign an Affidavit of Eligibility/Publicity and Liability Release and report as taxable income the value of any such prizes received by you. To collect a prize, you may be required to provide a valid Social Security number or other tax identification number and any other information reasonably requested by Apex. Apex and/or any sponsor who provides a particular prize may report the value of the prize to federal and/or state taxing authorities. (I) The foregoing provisions of this Section 5 are for the benefit of Apex, Apex affiliated companies and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
6. General Terms of Purchase: The terms in this section relate to items and services available for purchase through the Services: (A) The goods sold through the Services are shipped from various states and, therefore, tax may be charged and collected on all taxable shipments. For all shipments outside of the United States, the customer is responsible for all taxes, customs, and/or import duties. All items purchased from Apex are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. Listed prices may be changed by Apex at any time without notice to you. The prices listed on the Services do not guarantee those purchase prices until payment is made. If an incorrect price for a product is listed due to typographical or other error, Apex has the right to refuse or cancel any orders placed for such products listed at the incorrect price, whether or not the order has been confirmed or your payment has completed. If your payment has already been completed for the purchase and your order is refused or canceled by Apex, Apex will promptly issue a credit to your payment type used in the amount due. (B) Event Passes: For live Apex Events, LLC., Apex sells various event passes, including VIP passes, team passes, VIP team passes and spectator passes. All purchases of event passes are conditioned on your acceptance of the purchase terms, which are presented to you at the time of purchase. EVENT PASSES (INCLUDING VIP PASSES, TEAM PASSES AND SPECTATOR PASSES) ARE NON-REFUNDABLE. At Apex's sole discretion, player passes may be transferred to other users. Player passes, however, may not be resold for more than the purchase price, and they are not transferable to other live Apex Events, LLC.. At Apex's sole discretion, Apex may allow team passes for events to be transferred to other events during the same Apex season; however, a processing fee will apply to a transfer of a team pass. (D) Apex Online Credits: Apex Online Credits allow you access to a number of Apex Services, including online Events. You will not be able to redeem Apex Online Credits if you have insufficient Apex Online Credits for certain Apex Services. Any items received as a result of a redemption of Apex Online Credits may not be exchanged or returned for cash or credit. Apex Online Credits are not refundable under any circumstances, including in the event that your account is terminated or banned by Apex. You may not assign or transfer any Apex Online Credits from any banned or terminated accounts. If your account is terminated or banned due to cheating during a pay to enter tournament, event or ladder match, your entire cash balance and credit balance is subject to forfeiture at Apex’s sole discretion.
7. Disclaimer of Warranty; Limitation of Liability: (A) USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER APEX, APEX’S AFFILIATED COMPANIES, APEX’S NON-AFFILIATED PARTNERS, NOR ANY OF THEIR RESPECTIVE PARENT COMPANIES, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, SPONSORS OR LICENSORS (COLLECTIVELY THE “APEX PARTIES”) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED OR PURCHASED THROUGH THE SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY YOU THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR POTENTIAL DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE ACQUISITION OF SUCH MATERIAL. (B) APEX PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. (C) THIS DISCLAIMER OF LIABILITY AND WARRANTY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT APEX IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. (D) IN NO EVENT WILL APEX, THE APEX PARTIES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION: (I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS OR ACCURACY OF THE INFORMATION ON THE SERVICES; (II) ANY CHANGES WHICH APEX MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES; (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (IV) YOUR FAILURE TO PROVIDE APEX WITH ACCURATE ACCOUNT INFORMATION; (V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL ASPECTS OF THE SERVICES. (E) IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER APEX, NOR THE APEX PARTIES, WILL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR INAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE SERVICES, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO YOU, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE APEX PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND ANY AGGREGATE, TOTAL LIABILITY OF THE APEX PARTIES TO YOU FOR ALL DAMAGES, INJURY, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE GREATER OF: (I) THE AMOUNT, IF ANY, PAID BY YOU IN CONNECTION WITH YOUR USE OF THE SERVICES AND RETAINED BY APEX OR (II) ONE HUNDRED DOLLARS ($100). (F) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITY OR WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, APEX’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9. Advertisements: Some of the Services provided by Apex are supported by advertising revenue and may display advertisements and promotions. In consideration for Apex granting you access to and use of the Services, you agree that Apex may place advertising on the Services. You further agree that the manner, mode and extent of advertising by Apex on the Services are subject to change without specific notice to you.
10. Indemnification: You agree to defend, indemnify and hold harmless Apex and the Apex Parties from and against all claims and expenses, including attorneys’ fees, resulting from (i) any breach of this Agreement or your negligent and wrongful conduct; (ii) your use and access of the Services , including the posting of any content on this Website by you; and (iii) a violation by you of any applicable law.
11. Termination: Without limiting the foregoing, Apex shall have the right to immediately terminate any of your passwords or accounts if: (A) you have breached any provision of the Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Agreement); or (B) Apex is required to do so by law; or (C) the partner with whom Apex offered the Services to you has terminated its relationship with Apex or ceased to offer the Services to you; or (D) Apex is transitioning to no longer providing the Services to users in the country in which you are a resident or from which you use the Services. Sections 4, 5, 6, 7, 8, 10, 12, 13, 14, 15, 16, 17 and this Section 11 will survive termination of this Agreement.
12. Intellectual Property: Apex, Apex Events, LLC., the Apex logos and the Apex Online logo are the exclusive property of Apex. All rights reserved. All other trademarks appearing on the Services are the property of Apex, affiliates of Apex, or their respective owners. Unless you have agreed otherwise in writing with Apex, you agree that nothing in this Agreement gives you a right to use any of Apex’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You further agree that you shall not use any trademark, service mark, trade name, logo of any other company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
13. Third Party Content: Apex is a distributor (and not a publisher) of content supplied by third parties and users of the Services. Accordingly, Apex has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, or any user of the Services , are those of the respective author(s) or distributor(s) and not of Apex. Neither Apex nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 7 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.)
In many instances, the content available through the Services represents the opinions and judgments of the respective information provider or users not under contract with Apex. Apex neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made through the Services. Under no circumstances will Apex be liable for any loss or damage caused by your reliance on information obtained through the Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Services.
14. Other Content: The Services may include hyperlinks to other websites or content or resources. Apex has no control over websites or resources that are provided by companies or persons other than Apex. You agree that Apex is not responsible for the availability of any such external websites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources. You agree that Apex is not liable for any loss or damage which may be incurred by you as a result of the availability of those external websites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.
15. Miscellaneous: This Agreement (which hereby incorporates by reference any other provisions applicable to use of the Services , including, but not limited to, any supplemental terms governing the use of certain specific material contained on the Website and any operating rules for the Services established by Apex) constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of the Agreement, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the parties. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. Notwithstanding this, you agree that Apex may still apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. The failure by Apex to partially or fully exercise any rights or the waiver of any breach of this Agreement by you, shall not prevent a subsequent exercise of such right by us or be deemed a waiver by Apex of any subsequent breach by you of the same or any other term of this Agreement. Apex’s rights and remedies under this Agreement shall be cumulative, and the exercise of any such right or remedy shall not limit Apex’s right to exercise any other right or remedy. The section headings used herein are for convenience only and shall not be given any legal import.
17. DMCA Notice: Apex owns, protects and enforces copyrights in its own creative material and respects the copyright properties of others. Materials may be made available on or via the Services by third parties not within the control of Apex. It is our policy not to permit materials known by us to be infringing to remain on this Site and to terminate relationships regarding content with third parties repeatedly infringing the copyrights of others.
18. Other Rights: Apex reserves the right to restrict or eliminate access to its services at any time in the event that the user breaks any posted rules, regulations, or terms of services at any time. In the event of being barred access from services Apex reserves the right to freeze any assets on the user's account until that user's ban has been lifted. You should notify us promptly if you believe any materials on the Services infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement under the Digital Millennium Copyright Act (“DMCA”), Apex will respond expeditiously to follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue, including, where applicable, removing, or disabling access to material claimed to be infringing or by removing or disabling access to links to such material. Pursuant to the DMCA 17 U.S.C. 512 (c), Apex has designated the SVP, Business Affairs and General Counsel of Apex Events, LLC. Inc. as its agent for notification of claims of copyright infringement with respect to information residing, at the direction of a user, on the Services.
Apex reserves the rights to set various limits like per transaction, daily, weekly and monthly transaction value, volume and frequency.