Terms of Service


Pryzebox Terms of Use and End User License Agreement(EULA)

Last updated on November 8, 2021

Thank you for reading these Terms of Use (“Terms”) carefully. This serves as an agreement between you and Pryzebox. (“Pryzebox”, “We” , “Us”, “Our”) for the use of the Pryzebox application, software or services (the “App”, “Software”, “Services”) and any web or mobile sites (the “Sites”) which will collectively be referred to as the “Services.” 

“You” and “Your” refer to the person accessing or using the Services, or if you create an account (“Account”) on behalf of another entity, then (i) all references to “you” herein includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this agreement, and that you agree to this agreement on the entity’s behalf. 

By access and use of the Services, you acknowledge that you have read, understood, and agree to be bound by the Terms. If you do not accept these Terms, you are not authorized to use the Pryzebox Services.These Terms include a waiver of jury trials, a class-action waiver, and require binding arbitration on an individual basis to resolve disputes. 

We may modify these Terms at any time by updating this posting and any modifications will be effective upon posting of changes to the Services. Your continued use of the Services after posting of changes constitutes acceptance of the changes. 

1. Pryzebox Services and software 

1.1 The Services. Pryzebox may, with or without notice to you: (1) modify, suspend or terminate your access to the Services for any reason without liability; and (2) interrupt the operation of the Services as necessary to perform maintenance or other work. We may suspend and/or close the Account of any user who violates, or whom we reasonably believe may be in violation of or will violate, these Terms, at any time without notice and without liability. Also, and without limiting our other rights or remedies, if we believe you have violated these Terms or if you have violated these Terms we may determine that your winnings (“Winnings”), if any, will be forfeited, disgorged or recouped.

1.2. Software. If you wish to participate in competitions (“Competitions”) or receive Services, you may be required to first download and install the Pryzebox Software. If you do not download the Software, you will not be able to participate in Competitions or receive relevant Services. Whether you download the Software directly or from a third party, such as via an app store, your use of the Software is subject to these Terms. We license the Software to you under Section 8. 

1.3. Remote Access and Updates. We may choose to offer technical support for Software from time to time at our discretion. Such technical support may require that we access your device( “Device”) on which the Software is installed. Also, if and when we update the Software or deploy patches, updates, and modifications we may do so through remote access of your Device without your knowledge. You hereby consent to these activities. You acknowledge that if we cannot remotely access your Device, then the Software may no longer work, and this may prevent you from participating in Competitions or otherwise receiving Services. Our access to your Device will be limited solely to (i) providing support (ii) updating the Software (iii) retrieving game play recorded data or (iii) determining your location for skill-gaming regulatory purposes only, and is governed by the terms of our Privacy Policy. 

1.4. Beta Releases. For any Services that are identified by us as a “beta” version (“Beta Service”), you acknowledge and agree that a Beta Service may contain more or fewer features than the final release of the Services. We reserve rights not to release a final release of a Beta Service or to alter any such Beta Service features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics. The Beta Service may not be suitable for production use and may contain errors affecting proper operation and functionality.  During your use of the Beta Service you agree to receive notifications and promotional content from Pryzebox via notification natively on you device home screen or via text and/or email.

1.5. Third Party Sites. You may be able to access third-party websites or services via Pryzebox Services. We are not responsible for third-party websites, services, or content available through those third-party services. You are solely responsible for your dealings with third-parties. Your use of third-party software, websites or services may be subject to that third-party’s terms and conditions. 

2. Compliance with laws 

2.1 Prohibited US States/Countries. You acknowledge that various rules, regulations and laws addressing sweepstakes, contests, and tournaments with entry fees and/or prizes govern your participation in Competitions (“Gaming Laws”), and that Gaming Laws are set up by each individual country, US state, country, territory, or jurisdiction. Therefore, Pryzebox DOES NOT offer Services to users in any state in which such Competitions violates its Gaming Laws (“Prohibited Jurisdiction”), and if you are located in any Prohibited Jurisdiction then you may not participate in Competitions. We reserve the right (but have no obligation) to monitor the location from which you access Services, and we may block access from any Prohibited Jurisdiction. 

2.2 Additional Laws. In addition to Gaming Laws, you are also subject to all municipal, state and federal laws, rules and regulations of the city, state and country in which you reside and from which you access and use Services, including without limitation U.S. export laws (together with Gaming Laws, the “Applicable Laws”). You are solely responsible for your compliance with all Applicable Laws. Access to Competitions may not be legal for some or all residents of, or persons present in, certain jurisdictions. SERVICES AND COMPETITIONS ARE VOID WHERE PROHIBITED OR RESTRICTED BY APPLICABLE LAWS. Your participation in Competitions is at your own risk, and you agree not to hold us responsible or liable if Applicable Laws restrict or prohibit your access or participation. 

2.3 LEGAL DISCLAIMERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LAWFULNESS OF YOUR PARTICIPATING IN ANY COMPETITION NOR SHALL ANY PERSON AFFILIATED, OR CLAIMING AFFILIATION, WITH US HAVE AUTHORITY TO MAKE ANY SUCH REPRESENTATIONS OR WARRANTIES. 

3. Updates and product changes

You acknowledge and agree that, during the term of this Agreement, the Pryzebox Services may be improved, and Pryzebox may automatically send an updated version of the mobile App to your Device. Unless otherwise specified by Pryzebox in writing, these Terms will also govern any bug fixes, patches, maintenance releases, upgrades and updates to the Services that Pryzebox or its supplier(s) develops and makes available to you (“Updates”), and such Updates will be considered “Services” under this Agreement. 

4. Location data

In order to provide the Services, we may use and/or disclose information regarding your precise location data, including GPS signals, device sensors,

Wi-Fi access points, and cell tower IDs. We collect this type of data if you grant us access to your location. You can always remove access using your mobile device settings. 

5. Registration, account and security 

By installing the App and creating an Account You acknowledge and agree that You have the authority to agree to the terms and conditions specified in this Agreement. You agree to be responsible for all activities occurring under Your Account and You understand and agree that even if You are not the owner of the Device Your use of the Pryzebox Services is subject to this Agreement and the other applicable terms. When you create an Account, you agree to: (a) provide accurate and current information (b) maintain the security of your password and identification. You are responsible for making sure that you keep your password secure and safe, and you accept all responsibility for any activity that occurs through your Account, with or without your knowledge. You agree that you will not do anything that might jeopardize the security of your Account, including sharing your password with or logging in through unauthorized third-party applications or clients. 

6. Privacy policy 

Please view our Privacy Policy here www.pryzebox.com/privacy which explains Pryzebox practices relating to the collection and use of your information in connection with Pryzebox Services. Pryzebox’s use of your information is governed at all times by our Privacy Policy, which is incorporated into these Terms. You understand that through your use of the Pryzebox Services you consent to the collection and use of this information (as set forth in the Privacy Policy). 

7. Eligibility

7.1 United States (U.S.). To be eligible to register an Account, to participate in any Competition (“Competition”)or receive Services you must: (a) be a person at least 18 years of age or older, who is personally assigned to the email address submitted during your Account registration; (b) have the power to enter into a contract with Pryzebox; (c) be physically located within the U.S. when accessing the Pryzebox services and participating in Competitions; (d) be physically located within a U.S. state in which participation in the Competition you select is

unrestricted by that state’s laws; and (e) at all times abide by these Terms. If any one of these requirements is not met at any time, Pryzebox, may suspend or close your Account with or without notice. 

7.2 Non-U.S. To be eligible to register an Account, to participate in any Competition or receive Services you must: (a) be a person who is at least 18 years of age or older, and who is personally assigned to the email address submitted during your Account registration; (b) have the power to enter into a contract with Pryzebox; (c) be physically located in a jurisdiction in which participation in the Competition you select is permitted and unrestricted by that state or country’s laws; and (d) at all times abide by these Terms. If any one of these requirements is not met at any time, Pryzebox may suspend or close your Account with or without notice. 

8. License grant 

Subject to the restrictions set forth in Restrictions on Use, Pryzebox grants You a personal, revocable, non-exclusive, non-transferable, limited right to install and use the App and to access and use the App strictly in accordance with the terms and conditions of this License, and all applicable local, national, and international laws and regulations. 

9. Restrictions on Use 

You shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App, for any purpose; (b) modify, adapt, improve, or create any derivative work from the App; (c) violate any applicable laws, rules or regulations in connection with Your access or use of the App; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Pryzebox or its collaborators, suppliers or licensors; (e) use the Application in a manner that derives revenue directly from such use, or use the Application for any other purpose for which it is not designed or intended; (f) use the Application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Pryzebox; (g) use the App to send automated queries to any

website or to send any unsolicited commercial e-mail; (h) use any proprietary information or interfaces of Pryzebox or other intellectual property of Pryzebox in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the App; (i) circumvent, disable or tamper with any security-related components or other protective measures applicable to the Pryzebox Services or (j) reproduce, archive, retransmit, distribute, sell, lease, rent, exchange, modify, or circulate the App. (k) use the Pryzebox Services other than for the intended purpose or in a manner that interferes with the use of the Pryzebox Services by other users. 

10. Third Party Sites and Services 

Except for Pryzebox branded information, products or services that are identified as being supplied by Pryzebox, Pryzebox does not operate, control, or endorse any information, products, or services on our Site or accessible through our Site in any way. Pryzebox is not responsible for examining or evaluating, and Pryzebox does not warrant the offerings of any of these businesses or individuals or the content of their websites. Pryzebox does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use. 

The Pryzebox Site and App may contain links to other websites not operated by Pryzebox. The links are provided for your convenience. The inclusion of any links to other websites does not imply affiliation, endorsement or adoption by Pryzebox of those websites or the contents therein. We are not responsible for the contents, links or privacy of any linked website. Access to any other websites linked to the Pryzebox App or website is at your own risk. When leaving the Pryzebox App or Site, you should carefully review the applicable terms and policies, including privacy and data gathering practices, of that third-party website.

11. Winnings, Accounts and Repayments 

11.1 Fees. Services that you pay for (“Fees”) and billing procedures are detailed in the billing application. If Fees are charged to your Account, you agree to pay those Fees. All Fees are stated in U.S. Dollars, are prepaid and are non-refundable. You are fully responsible and liable for all charges under your Account, including any unauthorized charges. The price of Services may change at any time, but no price change will affect your past purchases. 

11.2 Billing. By providing a payment method, you (i) represent that you are authorized to use the payment method that you provided and that any payment information you provide is true and accurate; (ii) authorize us to charge you for the Services using your payment method; and (iii) authorize us to charge you for any paid feature of the Services that you choose to sign up for. We may bill you (a) in advance; (b) at the time of purchase; or (c) shortly after purchase, in our sole discretion. You must tell us within 120 days after an error first appears on your bill for an investigation of the charge to occur promptly. After 120 days from the first appearance of the error (i) we will not be liable for any losses resulting from the error and (ii) will not be required to correct the error or provide a refund. If we identify a billing error, it will be corrected within 90 days. You must pay for all reasonable costs we incur to collect any past due amounts, including without limitation reasonable attorneys’ fees and other legal fees and costs.

11.3 Winnings. If you are eligible to receive Winnings, we may require that you provide proof that you are, or were at the time of your participation in the subject Competition, eligible to participate in accordance with these Terms and that your participation was in accordance with these Terms. If you do not provide such proof then you will not receive the relevant Winnings. If you receive a prize in error, we may reverse or require return of the prize. You agree to cooperate with our efforts to do this. 

11.4 Credit Card/PayPal Use. When you pay for any charges by credit card, you represent to us that you are the authorized user of such credit card. You must promptly notify us of any changes to your credit card account number, its expiration date and/or your billing address, or if your credit card expires or is canceled for any reason. We are not liable for any loss caused by any unauthorized use of your credit card or other method of payment by a third party (such as PayPal) in connection with the Services. Any attempt to defraud through the use of credit cards or other methods of payment, regardless of the outcome, or any failure by you to honor legitimate charges or requests for payment, will result in immediate termination of your Account, forfeiture of Winnings, and pursuit of civil litigation and/or criminal prosecution. 

11.5 Taxes. If you are a U.S. resident, we may send you an IRS Form W-9 and 1099-MISC or other appropriate form if your Winnings total $600 or more in any given calendar year. Depending on the state in which you reside, we may also send you additional federal or state tax forms. Without limiting the foregoing we may withhold from your existing Account balance and/or from future Winnings any amount required to be withheld by Applicable Laws, including amounts due in connection with your failure to complete relevant tax documentation, but you remain solely responsible for paying all federal, state and other taxes in accordance with all Applicable Laws. 

12. User Content 

Our App and Site may have “publicly accessible areas” such as message boards, forums, member profiles and features that allow users to post Content or send messages that will be accessible by the public or the user population generally.

With respect to any message, data, image, text, photos, graphics, audio, video or other material you elect to post to such publicly accessible areas of our Site or App, while you retain any and all of your lawfully owned rights in such Content, you grant Pryzebox a royalty-free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content which you provide (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed and to exercise the same rights with respect to such works. You also permit any user of our Site to access, display, view, store, distribute, perform, reproduce and prepare derivative works of, such Content that you have placed in publicly accessible areas of our Site. No compensation will be paid to you or to any other person or entity with respect to the posting or use of your Content. Pryzebox is under no obligation to post or use any Content you may provide and Pryzebox may remove your Content at any time in its sole discretion. You agree that Pryzebox is not under any obligation of confidentiality, express or implied, with respect to your Content. You represent and warrant that you own or otherwise control all necessary rights to the Content that you post, that such Content is accurate, that use of the Content you supply does not violate these Terms, and will not cause injury to any person or entity, and that you will indemnify Pryzebox for all claims resulting from the Content you supply. 

Pryzebox does not generally pre-screen or control Content posted by users of our App and Site, and, therefore, does not guarantee the accuracy, integrity or quality of such Content. Pryzebox shall have the right (but not the obligation) in its sole discretion to monitor, refuse or remove any Content that is available via our App or Site for any or no reason, including that any Content violates these Terms or is otherwise objectionable. We take no responsibility and assume no liability for any Content uploaded, transmitted, or downloaded by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. As the provider of the App and Site, we are only a forum and are not liable for any statements, representations, or Content provided by our APP and Site users. Any opinions, advice or recommendations expressed therein are those of the users providing such Content and not those of Pryzebox. We do not endorse any Content or any opinion, recommendation or advice expressed therein.

13. Feedback 

You agree that any feedback, suggestions, ideas, or other information or materials regarding the App or the Pryzebox Service that you provide, whether by email or otherwise (“Feedback”), are non-confidential and shall become the sole property of Pryzebox. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledging or compensating you. You waive and assign to us any rights you may have to the Feedback (including any copyrights or moral rights). 

14. Termination or Modification of Pryzebox Service 

Pryzebox reserves the right to modify, suspend, remove, or discontinue the Pryzebox Service or to terminate your Account or disable or suspend your access to the Pryzebox Services at any time without notice. In no event will Pryzebox be liable for the removal of or disabling of access to Pryzebox Services. 

15. DMCA/Copyright 

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Pryzebox has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, subscribers or Account holders who are deemed to be repeat infringers. We may also in our sole discretion limit access to the Site and/or terminate the Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If you believe that anything on the Pryzebox Service infringes upon any copyright which you own or control please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You may file a notification of such infringement as follows: By Mail: 

Copyright Agent 

Pryzebox, Inc 

PO Box 1611. 

Woodinville WA 98072

By Email: 

dmca@Pryzebox.com 

16. Trademarks 

Trademarks (including but not limited to Pryzebox) that are used or displayed on the Site or App are owned by Pryzebox or by third parties other than Pryzebox that offer and provide products and services on or through the Pryzebox Service. The trademarks of Pryzebox may not be copied or used, in whole, partial or modified form, without the prior written permission of Pryzebox or, if applicable, its licensor. In addition, Pryzebox custom graphics, logos, button icons, scripts, and page headers are covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, imitated, or used, in whole, partial or modified form, without the prior written permission of Pryzebox. Other trademarks, service marks, registered trademarks, product and service names, and company names or logos that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to Pryzebox. You may not use any meta tags or any other “hidden text” utilizing a Pryzebox name, trademark, or product name without Pryzebox’s express written consent. 

17. Indemnification 

You agree to defend, indemnify and hold harmless Pryzebox, and its employees, contractors, service providers, consultants, directors, agents, successors, and assigns, from and against all claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to: (a) any User Content or messages you transmit through the Pryzebox Service; (b) your conduct in connection with the Pryzebox Service; (c) your violation of these Terms; or (d) your violation of the rights of any third party. These obligations will survive any termination of your relationship with Pryzebox or use of our APP and Sites.

18. Limitation of Liability 

IN NO EVENT SHALL PRYZEBOX, ITS EMPLOYEES, OFFICERS, REPRESENTATIVES, LICENSORS, SERVICE PROVIDERS AND AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (i) THE USE OR INABILITY TO USE THE PRYZEBOX SERVICES (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE PRYZEBOX SERVICES (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE PRYZEBOX SERVICES (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SITE; (vi) THE DELAY OR FAILURE IN PERFORMANCE RESULTING FROM AN ACT OF FORCE MAJEURE, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, NATURAL DISASTERS, COMMUNICATIONS FAILURE, GOVERNMENTAL ACTIONS, WARS, STRIKES, LABOR DISPUTES, RIOTS, SHORTAGES OF LABOR OR MATERIALS, VANDALISM, TERRORISM, NON-PERFORMANCE OF THIRD PARTIES OR ANY REASONS BEYOND THEIR REASONABLE CONTROL; OR (vii) ANY OTHER MATTER RELATING TO THE PRYZEBOX SERVICE, EVEN IF PRYZEBOX OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PRYZEBOX SERVICES IS TO STOP USING THE PRYZEBOX SERVICE. 

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY, IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF PRYZEBOX UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED TEN DOLLARS ($10).

19. Export Control;Lawful Use 

You may not export or re-export the APP except as authorized by United States law and the laws of the jurisdiction(s) in which the APP was obtained. You represent and warrant that You are not located and will not use the APP in any country that is (a) subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. You may not use the APP in any manner or for any purpose prohibited (a) by United States law, regardless of where You use the APP, or (b) by local law, in the jurisdiction(s) in which You use the APP. 

20. Arbitration Agreement; Class Waiver; Waiver of Trial by Jury 

PLEASE READ THE FOLLOWING CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH PRYZEBOX, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. 

(a) Applicability of Arbitration Agreement. All claims and disputes in connection with the Terms or the use of the Pryzebox Service or any other product or service provided by Pryzebox that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms set forth below (the “Arbitration Agreement”), except that neither of us are required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. This Arbitration Agreement applies to you and Pryzebox, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms. (b) Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or

demanding arbitration, except to the extent such rules conflict with the Terms (“Arbitration Rules”). The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is ten thousand U.S. dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

(c) Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected as provided above, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. 

(d) Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and Pryzebox, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Pryzebox. 

(e) Waiver of Jury Trial. YOU AND PRYZEBOX HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Pryzebox in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND PRYZEBOX WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. 

(f) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE

ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding any other provision in these Terms, in the event that this subparagraph is deemed invalid or unenforceable, neither you nor we are entitled to arbitration and instead all claims and disputes shall be resolved in a court located in Snohomish County, Washington. 

(g) Confidentiality. No part of the procedures shall be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. Notwithstanding the foregoing, no party 

shall be prevented from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief. 

(h) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement. 

(i) Small Claims Court. Notwithstanding the foregoing, either you or Pryzebox may bring an individual action in small claims court. 

(j) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in Snohomish County, Washington, for such purpose. 

(k) Survival. This Arbitration Agreement will survive the termination of your relationship with Pryzebox. 

  1. Governing Law; Venue. The laws of the State of Washington, excluding its conflicts of law rules, govern your use of the Pryzebox Service. Your use of the Pryzebox Service may also be subject to other local, state, national, or international laws. You agree that any action at law or in equity arising out of or relating to the Pryzebox Service or this agreement shall be filed only in the state and federal courts located in King County, Washington, and you irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of the Pryzebox Service. 
  2. Severability. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

3. Note to International Users. The Pryzebox Service is hosted in the United States. If you are a user accessing the Pryzebox Service from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Pryzebox Services, which are governed by U.S. law, you are transferring your personal information to the United States and you consent to that transfer.


Partner Agreement (USA)

Last updated on November 8, 2021

BY CLICKINGI ACCEPT,” OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION OF YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING PRYZEBOX’S PRIVACY POLICY AND SAFE USE POLICY (TOGETHER, the “Agreement”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND PRYZEBOX’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY PRYZEBOX AND BY YOU TO BE BOUND BY THIS AGREEMENT. EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED BELOW, YOU AGREE THAT DISPUTES ARISING UNDER THIS AGREEMENT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU AND PRYZEBOX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU ARE AN ENTITY, ORGANIZATION, OR COMPANY, THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON YOUR BEHALF REPRESENTS AND WARRANTS THAT THEY HAVE AUTHORITY TO BIND YOU TO THESE TERMS AND YOU AGREE TO BE BOUND BY THIS AGREEMENT.

1.     Background

The party accepting this Agreement (“Merchant”) offers Pryzebox, Inc., a Delaware corporation (“Pryzebox”) the opportunity to give away the Merchant’s products and services at 100% discount (the “Products”) via Pryzebox’s mobile app service where Pryzebox offers goods and services to be won in multiple sweepstakes and contests(“App”). Pryzebox hosts a web platform that allows Merchants to manage the Products they want to give away on the platform, including managing a business page and product discounts (the “Platform”). Pryzebox.com and all underlying services operated by Pryzebox including the Platform are collectively  (the “Service”). This Agreement is a legally binding contract between Merchant and Pryzebox regarding Merchant’s use of the Service.

2.     Merchant Account

The Merchant needs an account in order to administer and give away Products through the Platform. The account is obtained by installing and activating the Pryzebox Shopify app into the merchants shopify ecommerce store.

To register an account, the Merchant must be a legal entity with the authority and full ability to enter into this Agreement with Pryzebox. The Merchant must include correct company name, and address information and ensure that this information is kept up to date, accurate and correct. The Merchant shall immediately notify Pryzebox via email to support@pryzebox.com if the Merchant suspects that the account has been compromised or abused.

3.     The Service

As part of the Service, the Merchant sets the quantity of Products it wants to give away as prizes on the Platform, creates discounts specifically for Pryzebox consumers and grants Pryzebox the right to create 100% discounts and free shipping for any products to be given away as prizes in the Merchants e-commerce store. The merchant remains the merchant of record and retailer of the Products to consumers (“Consumers”). Pryzebox will retrieve sales information from the Merchant available via their e-commerce store and use this data to track and invoice the merchant for the Service.

Subject to this Agreement and during the term of this Agreement, Pryzebox grants Merchant (and its personnel authorized by Merchant, an “Authorized User”) a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use the Service and Platform solely for Merchant’s internal business purposes. Any future release, update or other addition to the Platform shall be subject to this Agreement. Merchant will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Pryzebox promptly of any unauthorized use known to Merchant.

Merchant will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Service, except as expressly allowed herein; (b) modify, adapt, alter or translate the Service (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Service for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Service, except as permitted by law; (e) interfere in any manner with the operation of the Service or the hardware and network used to operate the Service; (f) modify, copy or make derivative works based on any part of the Service; (g) access or use the Service to build a similar or competitive product or service; (h) attempt to access the Service through any unapproved interface; or (i) otherwise use the Service in any manner that exceeds the scope of use permitted herein or in a manner inconsistent with applicable law or this Agreement.

3.1.  Product Information

The Merchant is responsible for having the required rights to sell/give away their current Product(s) inventory and for complying with all applicable laws in all markets the Merchant is operating in. The Merchant is responsible for providing Pryzebox access to their product catalogue  and keeping all accurate and complete information regarding the current price, Product description, images of the Product, delivery terms, shipping costs and other information (collectively with any photos, images, data, text, and other type of works provided or uploaded by Merchant, the “Merchant Content”) necessary for Pryzebox’s hosting of the Service. The Merchant Content shall accurately describe the specific Product being offered on the Platform. The Merchant is responsible for maintaining that the Merchant Content is consistent with the Products offered for sale.

The Product prices shown on the Platform will be retrieved from the Merchant’s e-commerce store and the dollar value of Products given away as prizes on the Platform will be displayed as consumer prices for the Products.

The Merchant is responsible for ensuring that all claims and statements regarding its Products meet applicable laws and regulations, including (without limitation ensuring that all claims of efficacy and results are supported by appropriate studies), and are not false or misleading in any way. Pryzebox is not responsible for verifying any claims and Merchant shall indemnify Pryzebox for any false or misleading statements made by Merchant.

Merchant hereby grants Pryzebox a nonexclusive, royalty-free, non-sublicensable (except to Publisher’s as necessary to provide the Service) worldwide right and license to use, display, perform, reproduce, modify for the purposes of formatting for display, distribute, copy and publish the Merchant Content on Pryzebox’s Platform and Publisher’s websites, applications, and platforms. Pryzebox is under no obligation to review or monitor Merchant Content and may, in its sole discretion, remove or edit any Merchant Content that it deems may violate this Agreement.

Pryzebox disclaims any and all liability in connection with Merchant Content. Merchant is solely responsible for the Merchant Content and the consequences of providing Merchant Content via the Service. By providing Merchant Content via the Service, Merchant represents and warrants that: (a) Merchant is the creator and owner of the Merchant Content, or have the necessary licenses, rights, consents, and permissions to authorize Pryzebox and users of the Service to use and distribute your Merchant Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Pryzebox, the Service, and this Agreement; 

3.2.  Safe Use

Merchant Content, and the use of the Merchant Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Pryzebox to violate any law or regulation; and (a) Merchant Content does not include (i) incitement, hate speech, pornography, depictions of violence or that content that may be deemed offensive or otherwise inappropriate; (ii) information offering or disseminating fraudulent goods, services, schemes, or promotions (e.g., make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming); (iii) content that is unfair or deceptive under the consumer protection laws of any jurisdiction; (iv) the promotion of, selling, or distributing controlled substances, including but not limited to any illegal or prescription drugs, regulated substances or products the sale of which is restricted to buyers of a certain age or who have a certain permit or license, including but not limited to any alcohol, tobacco, or firearms and other weapons.

3.3.  Prizes And Delivery

The Merchant is responsible for fulfilling Products won as prizes (“Prizes”) through the Service. The Merchant is responsible for Product quality, damages, and all handling of the product such as storage, shipping, or other handling until the Consumer physically receives the product. The Merchant will support zero cost shipping for the Products won as prizes. The Merchant will support the Pryzebox Service applying the zero cost shipping and 100% discount to all Products won as prizes in the Merchant’s store. The Merchant is responsible to immediately notify Pryzebox if the Prizes are likely to not be delivered.

The Merchant shall secure the stock count on the Platform for delivery according to their available stock volumes. The Merchant can at any time disable a Product on their Pryzebox Merchant account when it is out of stock. The Merchant is responsible for sending prizes as well as delivery confirmations/notifications to the Consumer. The Merchant shall also provide tracking information if possible both to Pryzebox or the Consumer. 

The Merchant is responsible to present the correct information on Pryzebox’s Platform or through API regarding a Prize order. To update the order status to “shipped” when the Product is physically sent.

3.4.  Customer Service and Complaints

Pryzebox will provide first level support to Pryzebox users wrt Pryzebox Service, and Merchant will be responsible for first and second level support with respect to any Products given away as  Prizes. Upon notification of complaints about a Merchant’s Products, the recipient of the complaint will immediately: (a) inform the other party of the complaint, (b) forward to the other party any and all complaints or demands from Consumers of the Merchant Products and (c) provide reasonable assistance and information requested by the other party. 

In the event a Product is the subject of a recall (which includes safety notices) or other action required to bring the Product into compliance with applicable laws and/or Product documentation, Merchant shall notify Pryzebox immediately and shall be responsible for all costs and expenses related to resolving issues related to the recall including but not limited to Consumer communication, Consumer returns, shipping and receiving. 

4.     Intellectual Property

The Service and Platform is owned and operated by Pryzebox. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Pryzebox are protected by intellectual property and other laws. All Materials included in the Service are the property of Pryzebox or its third party licensors. Except as expressly authorized by Pryzebox, Merchant may not make use of the Materials. Pryzebox reserves all rights to the Materials not granted expressly in this Agreement.

All Merchant Content is the property of Merchant and its third party licensors. Except as expressly authorized by Merchant, Pryzebox may not make use of the Merchant Content. Merchant reserves all rights to the Merchant Content not granted expressly in this Agreement.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Pryzebox an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to this Agreement, nothing in this Agreement prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

5.     Payment and Commissions

For each Product, the Merchant will set the consumer price (“Product Price”) in the Merchant store, Merchant may update the Product Price for each Product from time to time.  The parties will mutually agree the commission fee which is paid by Merchant to Pryzebox for each Product Order (“Commission”) which will apply to all Products purchased by Customers of the Merchant via Pryzebox or using referral links or discounts available on the Platform.

Merchant shall authorize recurring payments on Shopify Pay for monthly commissions. All Product Orders made by customers on the Pryzebox platform for Merchant products or through the Merchant store using Coupons or referral links from the Pryzebox platform will have a commission payment to Pryzebox. 

Pryzebox is not entitled to a Commission if Merchant credits the Consumer for the Product Price in the following cases: 

  1.     The Merchant did not deliver the Product to the Consumer and Consumer was refunded. The Merchant shall notify Pryzebox as soon this situation is likely to arise.
  2.     An approved complaint and refund has been made by the Consumer to the Merchant during the same period. The Merchant shall immediately notify Pryzebox regarding this situation. 
  3.     The right to return is utilized by the Consumer in accordance with applicable Merchant’s return terms or as permitted under applicable law. The Merchant shall immediately notify Pryzebox regarding this situation. 

6.     Representations and Warranties

Each party represents, warrants, and covenants as follows: (a) It is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation, (b) this Agreement constitutes a valid and binding obligation of such party that is enforceable in accordance with its terms, (c) the entering into and performance of this Agreement does not and will not violate, conflict with, or result in a material default under any other agreement to which such party is a party, (d) it will perform the obligations under this Agreement in a professional and workmanlike manner, (e) it will comply with all applicable laws, including without limitation, privacy and data protection laws and export control laws and regulations. Merchant acknowledges that Merchant is a “Business” under the California Consumer Privacy Act with respect to personal information provided in connection with this Agreement.

Merchant represents, warrants and covenants as follows: (a) the Products will substantially conform to any specifications provided by merchant, including the Merchant Content, and (b) the Products do not infringe any third party’s intellectual property right, and shall conform with all applicable law.

Pryzebox represents, warrants and covenants as follows: (a) the Service will substantially conform to any specifications provided by Pryzebox, and (b) the Service does not infringe any third party’s intellectual property right.

7.     Agreement Period

This Agreement comes into effect upon acceptance of this Agreement by Merchant or when Merchant first accesses and uses the Service and applies until terminated as described herein. This Agreement may be terminated by:

  1. The Merchant removes or disables the Pryzebox Shopify app. The Merchant is responsible for fulfilling prizes and applying pryzebox coupons to Product purchases for 31 days post removal or disabling of the pryzebox app. 
  2. If Merchant violates any provision of this Agreement, Merchant’s authorization to access the Service automatically terminates. In addition, Pryzebox reserves the right to terminate this Agreement upon notice to Merchant, for any reason or no reason at any time.

Upon termination of this Agreement: (a) Merchant’s license rights will terminate and must immediately cease all use of the Service; (b) Merchant will no longer be authorized to access its account or the Service; (c) Merchant shall pay Pryzebox all Commissions due for all Orders placed prior to termination; (e) all sections of this Agreement which by their nature are intended to survive termination, will survive.

8.     Confidentiality

 “Confidential Information” means any nonpublic information that relates to the actual or anticipated business, research, or development of a party and any proprietary information, trade secrets, and know-how of such party that are disclosed to a party (“Receiving Party”) by the other party (“Disclosing Party”) or its agents, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information includes without limitation, research, processes, techniques, technology, designs, marketing, products, services, and other business information including, user information, financial information, and funding and commercialization plans.

Confidential Information does not include any information that Receiving Party can demonstrate: (a) was publicly known or made generally available to the public before Disclosing Party disclosed the information to Receiving Party, (b) became publicly known or made generally available, after disclosure to Receiving Party by Disclosing Party, through no wrongful action or inaction of Receiving Party, (c) was in Receiving Party’s possession, without confidentiality restrictions, at the time of disclosure by Disclosing Party, as shown by Receiving Party’s files and records, or (d) was independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party, as shown by Receiving Party’s contemporaneous written records.

Receiving Party will not, during and after the term of this Agreement, disclose the Confidential Information of Disclosing Party to any third party or use the Confidential Information of Disclosing Party for any purpose other than the performance of Receiving Party’s obligations under this Agreement. Receiving Party will take all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information of Disclosing Party including, but not limited to, requiring each employee and independent contractor with access to Disclosing Party’s Confidential Information to execute a nondisclosure agreement containing terms that are substantially similar to the terms contained in this Agreement.

In the event the Receiving Party is requested pursuant to, or required by, law to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall be permitted to disclose Confidential Information provided the Receiving Party has provided the Disclosing Party with prompt notice of such disclosure in order to enable Disclosing Party to seek a protective order; and provided further that any Confidential Information so disclosed retains its confidentiality protections for all other purposes.

Each party acknowledges and agrees that, due to the unique nature of Confidential Information, there may be no adequate remedy at law for breach of this Section and that such breach may cause irreparable harm to the non-breaching party; therefore, the non-breaching party shall be entitled to seek immediate injunctive relief, without obligation of posting bond, in addition to whatever remedies it might have at law or under this Agreement.

9.  Disclaimers

THE PRYZEBOX SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, MERCHANT USES THE PRYZEBOX SITES,MOBILE APP, THE SERVICES, AND THE PLATFORM AT ITS OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAWS, PRYZEBOX AND ITS AFFILIATES DISCLAIM: (A) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; OR (B) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. PRYZEBOX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRYZEBOX SITES AND THE SERVICES WILL MEET MERCHANT’S REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE, AND PRYZEBOX WILL NOT BE LIABLE TO MERCHANT FOR ANY SERVICES INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS, AND PRYZEBOX DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MERCHANT FROM THE SERVICES OR PRYZEBOX ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PRYZEBOX ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PRYZEBOX IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES AND YOUR DEALING WITH ANY OTHER SERVICES USER. MERCHANT UNDERSTANDS AND AGREES THAT USE OF ANY PORTION OF THE SERVICES IS AT MERCHANT’S OWN DISCRETION AND RISK, AND THAT PRYZEBOX IS NOT RESPONSIBLE FOR ANY DAMAGE TO MERCHANT’S PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING MERCHANT CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW

10.  Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY PRYZEBOX ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT FOR EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR BREACH OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR FRAUD, EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS PAID BY MERCHANT TO PRYZEBOX DURING THE TWELVE (12) MONTH-PERIOD PRIOR TO THE DATE THE OF THE CLAIM GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, PRYZEBOX’S LIABILITY FOR INDEMNIFICATION OBLIGATIONS SHALL NOT EXCEED TWO (2) TIMES THE TOTAL AMOUNTS PAID BY MERCHANT TO PRYZEBOX DURING THE TWELVE (12) MONTH-PERIOD PRIOR TO THE DATE OF THE CLAIM GIVING RISE TO SUCH LIABILITY.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS.

11.  Indemnity

To the fullest extent permitted by law, Merchant is responsible for its use of the Service, and will defend and indemnify Pryzebox and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) Merchant’s violation of any portion of this Agreement, any representation, warranty in this Merchant Agreement, including any product liability claim; (b) Merchant’s violation of any third party right, including any intellectual property right or privacy right; (c) Merchant’s violation or any consumer protection regulation or any applicable law, (d) any claim by a Consumer in connection with the Products, except to the extent such claim arises from Pryzebox’s gross negligence or willful misconduct; or (e) any claim of personal injury of damage to property in connection with the Products.

Pryzebox will defend and indemnify Merchant and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of the Service infringing or misappropriating any third party intellectual property right. Provider will have no obligation under this Section for any infringement or misappropriation to the extent that it arises out of or is based upon the Merchant Content (including, the Products) or use of the Service by Merchant for purposes not intended or outside the scope of the license granted to Merchant hereunder.

If Pryzebox becomes aware of, or anticipates, a claim subject to indemnification by Pryzebox under this Section, then Pryzebox may, at its option (a) modify the Service that are the subject of the claim so that they become non-infringing, or substitute functionally equivalent products; (b) obtain a license to the third-party intellectual property rights giving rise to the claim; or (c) terminate this Agreement on written notice to Merchant (provided such terminate will not relieve either party of its payment obligations for prizes or Orders placed prior to termination). This Section states Pryzebox’s sole and exclusive liability, and Merchant’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third party intellectual property right by the Service.

If any party entitled to indemnification under this Section (an “Indemnified Party”) makes an indemnification request to the other, the Indemnified Party shall permit the other party (the “Indemnifying Party”) to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party, enter into any settlement or agree to any disposition that imposes any conditions or obligations on the Indemnified Party. The Indemnified Party shall notify the Indemnifying Party promptly of any claim for which the Indemnifying Party is responsible and shall reasonably cooperate with the Indemnifying Party to facilitate defense of any such claim; provided that any failure to do so shall not invalidate the claim for indemnification, unless such failure has a material adverse effect on the settlement, defense, or compromise of the matter that is the subject of the claim for indemnification. An Indemnified Party shall at all times have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at Indemnified Party’s own expense.

12.  Force Majeure

Pryzebox and the Merchant are freed from the obligation to perform certain obligations under these conditions, if the omission is due to circumstances beyond the reasonable control of such party (“Force Majeure”) and the circumstance prevents, significantly aggravate or delays the fulfillment of obligation. Examples of Force Majeure include, pandemics, government action or omission, new or amended legislation, industrial legislations, industrial disputes, blockades, war, riots, sabotage, extreme weather conditions, lightning, fire, explosion, flood, natural disasters or accidents. In case of Force Majeure, the party who is unable to fulfill the Agreement or parts of the Agreement, shall immediately inform the other party thereof and how it affects the fulfillment. If such notice has not been sent within a reasonable time after the party has or ought to have become aware of the impediment they are obliged to pay compensation for the damage that the counterparty could have avoided if the notice had left in a timely manner. Force Majeure is considered as long as it impedes the fulfillment of the obligations in this Agreement. At Force Majeure, reasonable efforts shall be undertaken by both parties to limit the effects on this Agreement. 

13.  Miscellaneous

Neither party may assign or transfer this Agreement without the other party’s prior written consent; provided however, (a) either party may assign this Agreement to its successor effective upon notice, in the event of a change of control, merger, reorganization or sale of all or substantially all of the assets of such assigning party and (b) Pryzebox may subcontract all or part of its duties hereunder so long as Pryzebox remains liable for the performance thereof.

Pryzebox reserves the right to change this Agreement on a going-forward basis at any time upon 30 days’ notice. If a change to this Agreement materially modifies your rights or obligations, Pryzebox may require that Merchant accepts the modified Agreement in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Agreement. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section, this Agreement may be amended only by a written agreement signed by authorized representatives of both parties. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.

All notices required under this Agreement will be provided in writing and will be considered received if delivered or sent by personal delivery, reputable courier, facsimile, e-mail, or both certified and regular mail to (a) Merchant at the address provided in connection with the Merchant account and (b) Pryzebox at PO BOX 1611, Woodinville, WA 98072, USA or support@Pryzebox.com.

The Service is intended for visitors located within the United States. Pryzebox makes no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

If any part of this Agreement is deemed void, illegal or otherwise unenforceable by a proper authority such part shall be considered as a separate part and other parts of the Agreement shall still apply. Such provision shall be changed and interpreted in order to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. The failure to require performance of any provision will not affect Pryzebox’s right to require performance at any other time after that, nor will a waiver by us of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. This Agreement contains the entire agreement between Pryzebox and the Merchant regarding the Service. No terms of any purchase order, acknowledgement, or other form provided by Merchant will modify this Agreement, regardless of any failure of Pryzebox to object to such terms. The relationship between the parties will be that of independent contractors.

14.  Governing Law and Disputes Resolution

This Agreement is governed by, and all disputes arising under or in connection with this Agreement shall be resolved in accordance with, the laws of the State of Washington, without reference to its conflict of law rules. Except for the right of either party to apply to a court of competent jurisdiction for preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute arising under or relating this Agreement, including as to the interpretation, enforcement, breach, or termination of this Agreement will be settled by confidential binding arbitration, conducted in the English language, in Snohomish County, Washington, administered by the American Arbitration Association (“AAA”) before a sole arbitrator in accordance with the then-current AAA Commercial Arbitration Rules. Such arbitrator shall have the power to determine issues of arbitrability. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. Any judicial actions brought by any party that are not subject to arbitration must be brought exclusively in the state or federal court of Snohomish County, Washington. The parties irrevocably submits to the jurisdiction of such courts and waives any objection that any of them may have to either jurisdiction or venue.