1. PARTIES AND AGREEMENT
   
   

1.1. The website quiiiz.com (“Website”, “Quiiiz”, “We”, “Us”, “Our”) is owned and operated by Quiiiz Solutions Ltd. and subsidiaries, a company registered and established under the laws of State of Israel, with a registration number 51-6760691. 

1.2. These terms of use (the “Terms”) govern the use of the Website by you (hereinafter “you” or “your”) and your use of the Website, as well as the Game Rules, and any document expressly referred to therein, and as well as any guidelines or rules posted on the Website, all of which constitute an agreement and understandings between you and Us. It is important that you read these Terms before accessing the Website and by using the offering set forth on the Website, inter-alia the play-to-earn skill games therein, so that you are aware of the terms of use relating thereto. In addition to these Terms, We encourage you to carefully review Our Privacy Policy https://quiiiz.com/privacy.html, which govern how We use your data and information, and by entering the Website and using the offering therein, you hereby confirm your full consent thereto. 

SHOULD YOU NOT AGREE WITH ANY OF THE TERMS HEREOF AND/OR THE PRIVACY POLICY, REFRAIN FROM USING THE WEBSITE AND ANY OF THE OFFERING THEREIN ANY FURTHER.

THESE TERMS CONTAIN AN ARBITRATION PROVISION. YOU AGREE THAT ANY DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS WILL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION AS MORE FULLY DESCRIBED HEREIN. YOU ALSO AGREE THAT BY ENTERING INTO THESE TERMS YOU ARE WAIVING YOUR RIGHTS TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT RELATED TO THE WEBSITE AND/OR IN CONNECTION WITH ANY OFFERING MADE BY THIS WEBSITE, INCLUDING WITHOUT LIMITATION, THE PLAY-TO-EARN SKILL GAMES THEREIN.

1.3. By entering the Website and by participating in the offerings of Quiiiz, inter-alia the play-to-earn skill games, you confirm that you are a private person of at least 18 years of age, or of a legal age allowed to participate in such games and offerings in your applicable jurisdiction if the age in your jurisdiction is higher than 18. To participate in the play-to-earn games offered by the Website, you must be an actual person. You cannot be a company or a legal entity, and such participation must be for yourself and in non-professional capacity.

1.4. The games offered by the Website are play-to-earn skill games, such as knowledge trivia, and other games as may from time to time be available on the Website.

1.5. Your Account (as such term is defined below) in Quiiiz is intended for administration of your transactions when playing the play-to-earn skill games, meaning in games transactions, activity, payments of deposited funds and payments of winnings. Your Account may only be used to participate in the play-to-earn skill games offered by the Website. We reserve the right to limit gaming transactions in your Account at any time for security or illegal use reasons.

2. WHO CAN PLAY

2.1. Entering the Website and/or participating in any of the play-to-earn skill games offered by Quiiiz may be considered illegal in certain jurisdictions/countries. We are not able to verify the legality of service in each and every jurisdiction. Accordingly, it is your responsibility and liability to determine whether your access and use and participating in the play-to-earn skill games offered by Quiiiz is compliant with the applicable laws in your country and you warrant to Us that entering the Website and participating in the play-to-earn skill games offered by Quiiiz is not illegal in the jurisdiction/country where you reside. Any claim against Us brought by you for any reason whatsoever in regard to the abovementioned will be considered void and shall not be accepted.

2.2. We only accept players aged 18 years or above (or the legal age in the jurisdiction/country in which you reside if such age is higher than 18). It is your responsibility to inquire about the existing laws and regulations of the given jurisdiction regarding the age limitation for entering Our Website and participation in the play-to-earn skill games offered therein.

2.3. Though it is not Our responsibility nor liability, We reserve the right to ask for proof of your age and limit access to Our play-to-earn skill games offered by the Website or suspend your Account if you fail to meet this requirement.

2.4. We reserve the right to refuse opening an Account or may opt to close an Account, if already such Account was established, at Our own discretion, provided, however, that subject to these Terms, contractual obligations accrued prior to closing or suspending your Account shall be fulfilled. 

2.5. You are advised that We prohibit the use of the Website and the participation in Our play-to-earn skill games for any form of illicit activity, including money laundering, terrorist financing or trade sanctions violations, consistent with various jurisdictions’ laws, regulations, and norms. 

Without derogating from the above, the Website, and the play-to-earn skill games We offer, is offered to individuals subject to the United States, European Union and/or any applicable countries, global sanctions or watch lists. By entering the Website and by taking part in the play-to-earn skill games as offered, you represent and warrant that you are not a subject of any such global sanctions and/or watch list. It is prohibited to use the Website and the offering therein from, within, or in respect of any jurisdiction that is sanctioned by the U.S. Department of the Treasury Office of Foreign Asset Control or other U.S. sanctions including but not limited to Afghanistan, Balkans, Belarus, Burundi, Central African Republic, Crimea Ukraine, Cuba, Democratic Republic of Congo, Guinea-Bissau, Iran, Iraq, Lebanon, Libya, Mali, Myanmar, Nicaragua, North Korea, Russian Federation, Somalia, Sudan and Darfur, South Sudan, Syria, Syrian Arab Republic, Ukraine, Venezuela, Yemen and Zimbabwe.

2.7. Certain play-to-earn skill games offered by Us may be unavailable in certain jurisdictions, as required by policies of game providers which may change from time to time.

3. GAME RULES

You confirm that you have read and understood the Game Rules of the play-to-earn skill games offered by Quiiiz, as such are posted on the Website and as may be amended from time to time. It is your responsibility to make yourself familiar with and understand the Game Rules, including the payout percentage of each play-to-earn skill game in which you have decided to take part.

4. USER ACCOUNT 

4.1. To take part in Our offered play-to-earn skill games, as shall be set forth from time to time on the Website, you are required to create an account (the “Account”) using one of the options available on the Website, such as your social connect. 

4.2. When creating an Account, you accept that you may not use one-time email addresses, sometimes known as throw-away email addresses, or 15-minute email addresses. Only permanent, regular email addresses can be used to open an Account.  Therefore, note that Our system will automatically refuse non-permanent email addresses.

4.3. You agree and undertake not to allow access to your Account or allow any third-party to make use of the Account, including, but not limited to, for use contrary to the Terms, and including the use by minors. Should We discover that you are the holder of multiple Accounts, We reserve the right to close all such Accounts or leave one Account active, at Our discretion. Should We decide to leave one account open, we will, without the need to obtain your consent and without the need to inform you, transfer the remaining balance therein to the active Account, and We have no responsibility, nor liability in relation thereto, including for any loss and/or damages caused as a result thereof.

4.4. You undertake that your Account credentials, such as your username and password will be kept at all times: (i) secret; and (ii) in a safe place where you do not expect such Account to be accessed by any third party. Regardless of any tools We may provide, you assume exclusive responsibility for your Account. We make no representation as to Our ability to prevent fraud or illegal transactions relating to your Account. You are responsible for all actions on and related to your Account, even if such actions are carried out by a third party and You accept that We shall not be required to affect any refunds should such unauthorized use occur.

4.5. For assistance in recovering your Account credentials, such as your username and/or password, to the extent in our knowledge and control, contact us at support@quiiiz.com, following which We may ask you to follow certain steps, including, without limitation, providing Us with additional information to enable Us to verify your identify. However, we are unable and cannot take responsibility for recovering your Account credentials such as your username and password and/or for any false identification by a third party.   

4.6. In the event that you make use of any means that are fraudulence, intended to bypass, security controls or bypass any restrictions, We reserve the right to close your Account, and We reserve the right to file claims against You for damages resulting therefrom.

5. ACCOUNT VERIFICATION AND REPRESENTATIONS AND WARRANTIES

5.1. You represent and warrant that:

5.1.1. you are 18 years of age, or older if the jurisdiction in which you reside requires you to be older than 18 to participate in the offerings made by Our Website; 

5.1.2. the information provided when opening the Account is true, complete and correct;

5.1.3. you are the rightful owner of the money used by You to participate in any of Our offerings in the Website, including without limitation, the play-to-earn skill games therein, and said money used as mentioned above is not derived from any activity which is illegal and/or unlawful; and

5.1.4. you are a resident in a jurisdiction which allows entering the Website and participation in the play-to-earn skill games offered therein.

5.2. We do Our best to ensure compliance with laws, regulations, and guidelines for the prevention of money laundering and the funding of terrorism. We may, but are not obligated, to investigate suspicious transactions, and at Our discretion, suspicious transactions may be reported to competent authorities. You are advised that We are prohibited from disclosing any users of the Website and/or the paly-to-earn skill games offered by the Website, or any third parties involved, save in limited circumstances, that an investigation is being or may be undertaken, or that information has been or may have been disclosed by Us to the competent authorities. Without derogating from the above, in the event of suspicious transactions, We may suspend, block, or close your Account(s) and withhold funds in the Account as shall be required by law and/or by the competent authorities.

5.3. We attempt, to the extent under Our control and knowledge, to check to prevent money laundering and all other illegal activity on Our Website.

5.4. By agreeing to the Terms in the manner set forth above, you authorize Us to undertake such verification checks as We may initiate or may be required by third parties (including regulatory bodies) to confirm your age, identity, and contact details and to prevent money laundering.

5.5. You cannot transfer, sell, or pledge your Account to another person. This restriction includes the transfer of any assets of value of any kind, including but not limited to ownership of Accounts, winnings, deposits, rights and/or claims in connection with these assets, legal, commercial, or otherwise. The restriction on said transfers also includes but is not limited to the encumbrance, pledging, assigning, trading, brokering, hypothecation and/or gifting in cooperation with a fiduciary or any other third party, company, natural or legal individual, foundation and/or association in any way shape or form.

5.6. In certain circumstances We may contact you and ask you to provide further information to Us directly in order to complete the verifications set forth above. We may use a recognized third-party provider to undertake these checks on Our behalf or We may get in touch with you directly to provide Us KYC documentation. By agreeing to these Terms in the manner set forth above, you authorize Us to disclose your personal details to such third parties, who will keep a record of the information We provide them. If you do not or cannot provide Us with such information, We may suspend or lock your Account, or prevent withdrawals made through Our systems to the extent in Our control, until you have provided Us with such information or permanently close your Account.

5.7. If after verifying your identity it results that your Account details do not comply with these Terms, We reserve the right to immediately close or suspend your Account and any winnings and bonuses will be confiscated and depending on circumstances any remaining balance of the deposit returned.

6. FEES AND WINNINGS

6.1. When entry fees to Our play-to-earn skill games are required we will let you know beforehand (the “Fees”). your participation in such play-to-earn skill games require your acceptance and pre-payment of such Fees. Fees, when paid, are non-refundable. Subject to the foregoing in this section, We may change the Fees at any time, without giving you notice but no change will affect your past  purchases.

6.2. By providing the payment method to Us, you (i) represent that you are the lawful owner of the payment method, or that you are duly authorized to use the payment method; (ii) represent that all payment information you have provided in connection thereto is complete, accurate and true; and (iii) authorize us to charge you the Fees for your participation in the offering selected by you through Our Website, including Our play-to-earn skill games, using your payment method. 

6.3. Value added tax, sales tax, goods and services taxes, and any such other similar taxes (jointly the “Taxes”), to the extent required under any law applicable to Us and/or to you, will be charged. Such Taxes will be calculated and added on top of any Fees paid, as well as to any Winnings (defined below), and you hereby authorize Us to charge you with such Taxes and applicable charges, using a valid credit card or other payment method you use and which we have accepted. 

6.4. Should you discover any billing discrepancies, or you believe to have paid any Fees in error, or such other related dispute to the payment of Fees and/or Winnings and/or refunds (as described below), you will have thirty (30) days following such event to report to Us such discrepancy and/or dispute. Should you fail to report such discrepancy and/or dispute within the said thirty (30) day period, you are deemed to have waived your rights relating to the discrepancy and/or dispute. If you reported any of the above in this section within the said thirty (30) days, We will take steps to investigate the charge, and in the event that We discover any error relating to the Fees charged to you and/or any other billing discrepancy, We will attempt to correct it within ninety (90) days of your first said notice. 

6.5. Any chargebacks, claims, fees, fines, penalties, reversals, and other liabilities incurred by Us (including costs and related expenses) caused by or arising out of the payment of any kind which you are authorized or accepted, are your responsibility for which you agree to reimburse Us. We reserve the right to suspend or terminate your Account and/or your participation in any of Our play-to-earn skill games in the event that for any reason a charge you authorized Us to make to your credit card or other method of payment cannot be processed or is returned to Us unpaid. You may rectify such failure by remitting the payment due to Us by using an alternative payment method. Note that you will be charged for reasonable costs incurred by Us, to the extent incurred, should We be required to collect past due amounts, including without limitation reasonable attorneys’ fees and other legal fees and costs.

6.6. You are considered a “Cash Player” for any play-to-earn skill game offered by the Website and which you decided to take part in. As a Cash Player, you accept that we have the right to change at our discretion, without giving you prior notice: (i) any method for calculating the balance of or evaluating your funds and Winnings; and (ii) any withdrawal related rules, including the minimum withdrawal amount, withdrawal methods and withdrawal fees. When submitting a withdrawal request you may be required to provide the following: full name, permanent residential address, copy of your governmental issued ID, phone number, and your credit card, or other payment information which you used. Your failure to submit said information, or part thereof, may result in Our inability to process your withdrawal for any Winnings. 

6.7. Your taking part in Our play-to-earn skill games may require that you establish a positive account balance prior to entry. As a Cash Player, by submitting this information, you consent that we may share your personal and payment information in confidence with third-party service providers for the purposes of validating your identity and assessing the transaction risk associated with accepting your selected method of payment, and for any other purposes detailed in our Privacy Policy. When using a credit card to issued payment of Fees, We may submit an authorization request to the issuing bank to your credit limit. Note that you alone are responsible and liable to satisfy and pay any fees/charges/commission/payments related to any payment method selected by You, including those related to the bank account, credit cards, PayPal, etc.

6.8. As a Cash Player we may, from time to time and at our sole discretion, grant you free bonus funds and/or credits (the “Bonus Funds”), which may be used by you to enter Our play-to-earn skill games. An example of the use of the Bonus Funds would be by way of deduction of the Fees due when you enter into a play-to-earn skill game offered by the Website. However, the Bonus Funds cannot be withdrawn, or used for any other purpose. In the event that you won a play-to-earn skill game, which entitle to you to the winning amount determined in the Game Rules (the “Winnings”), Bonus Funds used by you to pay the entry Fee will be returned to you and any additional Winnings beyond your entry Fee will be paid in the applicable currency. If, however, you request to withdraw funds in your Account, all Bonus Funds will be deemed to have been forfeited. Moreover, all Bonus Funds granted to you will be forfeited should you not use such Bonus Funds within ninety (90) day period from the date of grant of the said Bonus Funds. 

6.9. Withdrawal of funds in your account can be submitted by you anytime. Processing of your request may take up to ninety (90) days. However, we reserve the right to deny such withdrawal from your Account and/or postpone the withdrawal pending completion of any investigation if reported or suspected abuse or fraud, verification of eligibility, or to non-compliance with applicable laws.

6.10. Unless determined otherwise by applicable law, all Winnings are final. Claiming of Winnings by you must be made within sixty (60) days of winning, following which, you will be deemed to have forfeited the Winning, unless We agree otherwise, on a case by case basis and Our sole discretion, and We shall have no further obligation to you with respect thereto. We may, but are not obligated, grant the Winning which you have forfeited to another player.

6.11. If your Account becomes inactive (i.e., you have not entered at least one (1) offering for twelve (12) consecutive months or more, we reserve the right to charge a maintenance fee of $2.00 or €2.00 or £2.00 per month – according to the applicable jurisdiction (or any amount in the applicable currency up to the equivalent thereof, the “Monthly Maintenance Fee”). The Monthly Maintenance Fee will be deducted from your Account for each consecutive month that it remains inactive. The Monthly Maintenance Fee will not be deducted from your Account if there are no funds in your account.

6.12. Prior to receiving Winnings, We may ask you to provide proof that you participated in the play-to-earn skill game offered by the Website and/or hosted the applicable Creator Tournament (as defined below) and for which you claim to have been eligible to the Winnings, that such participation was in compliance with these Terms, that you were . in the competition, eligible to participate in accordance with these Terms, and that your participation was in accordance with these Terms and applicable law. Failing to provide Us with such reasonable evidence may result in you forfeiting the Winnings. 

6.13. In the event that you received Winnings in error, We have the right to demand the return of such Winnings, and you agree to reasonably cooperate with Us in the return thereof. Moreover, you grant Us the right to deduct Winnings transferred to you in error for any balance in your Account, without notice. 

6.14. Play-to-earn skill games results and calculations of Winnings and designation of those entitle to the Winnings are final and conclusive. We reserve the right to cancel any play-to-earn skill game which we have offered and/or any Creator Tournament, upon which if you have paid the entry Fee We will refund such Fees, subject to the Terms hereof.

6.15. You agree to notify Us without delay of any change to your billing method. You acknowledge and accept that We have not liability whatsoever for losses of any kind, caused to you directly and/or indirectly by unauthorized use of your credit card or other method of payment by a third party in connection your participation in any of the offering made by Our Website. We reserve the right to immediately and without notice, terminate your Account, forfeit your Winnings and pursue civil litigation and criminal charges should you attempt to defraud through the use of credit cards or other methods of payment, regardless of the outcome, or your failure to honor legitimate charges or requests for payment.

6.16. All local, governmental and/or state taxes, of any kind, relating to your Winnings shall be exclusively borne by You, and you agree to indemnify Us from any and all claims and/or damages stemming from and/or arising out of your failure to make payment of applicable taxes. Without derogating from the generality of the foregoing, We reserve the right to withhold from any payments due to You, and such payments which shall be due to you at any time thereafter and/or from your balance in your Account all amounts 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.

6.17. If you become eligible to Winnings, you agree that We may use your name, voice and location in publishing the Winnings you have become entitled to, including in the promotion and/or marketing and/or public relations of Quiiiz, the Website, Creator Tournaments, and/or Our offerings, unless required by law otherwise. 

6.18. You warrant and agree that the Winnings, to the extent you shall have become eligible to in light of your participation in any of Our play-to-earn skill game and/or hosting of Creator Tournaments, is the full, final and complete consideration in connection thereto, and You, or any third party on your behalf, shall be prohibited from claiming and/or attempting to claim any other consideration due in connection thereof, whether under these Terms, the Game Rules and/or applicable law, rule and/or regulation, anywhere in the world. 

7. CREATOR TOURNAMENTS AND SUBMISSIONS

7.1.  From time to time, we may provide certain Cash Players (referred to as “Creators”) the opportunity to create and/or host play-to-earn skill games on the Website (referred to as “Creator Tournaments”). Creator acknowledges that it shall be solely responsible for the hosting of the Creator Tournament, and shall, to the fullest extent possible, full indemnify and hold harmless Quiiiz from any and all claims and/or damages relating thereto. 

7.2. Creators may receive a commission in exchange for creating and/or hosting a Creator Tournament. The receipt of commission shall constitute, and be governed in accordance with, “Winnings” as defined in these Terms. All commission shall be added to the Creator’s balance following the full completion of the Creator Tournament. The maximum amount of commission a Creator may receive is $500/month; provided, this amount is subject to change by Us in Our sole discretion.

7.3. For more information on becoming a Creator and/or hosting Creator Tournaments, please visit https://www.quiiiz.com/pages/creators.html

7.4. In participating in play-to-earn skill games and/or otherwise accessing the Website, you acknowledge and agree that any questions (including, but not limited to, user generated content or Community base questions for use in play-to-earn skill games), comments, suggestions, ideas, feedback, or other information regarding the Website (“Submissions”) provided by you to Us are non-confidential and shall become our sole property. We shall own exclusive rights in and to the Submissions, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

8. PROHIBITED USERS

The Website and the offerings therein are not available to everyone. We have mechanisms in place that allow us to block your access to the Website and the offerings therein, and you understand and agree that We may do so at our sole discretion. You agree to comply with these Terms, even if Our methods to prevent your use of the Website and the offerings therein are not effective or can be bypassed. You agree not to bypass or attempt to bypass any restrictions we emplace on your use of the Website and the offerings therein.

9. DISCLAIMER OF LIABILITIES

9.1. By entering the Website and/or by participating in any of the play-to-earn skill games offered by the Website you are aware that such participation may lead to loss of money. We are not liable for any possible financial damages arising from the use of the Website and/or your taking part in any of the play-to-earn skill game offered by the Website.

9.2. We take effective reasonable measures to protect your private data from unauthorized use and only make it available to parties involved in providing services related to the Website and the play-to-earn skill games offered by the Website. Notwithstanding the foregoing, We are not responsible for how the information is further treated by third parties, for example third party banks and credit card service providers.

9.3. We are not liable for any hardware or software, defects, unstable or lost Internet connections, or any other technical errors that may limit your access to the Website or prevent your uninterrupted participation in the play-to-earn skill game offered by the Website.

9.4. We are not liable for any issues related to the correction of the answers in Community based questions, which have been created and/or delivered by the Community Manager, that may affect the final outcome of the play-to-earn skill game offered by the Website.

9.5. We are not liable for any failure to conduct a Creator Tournament, to the extent such failure is the result of the Creator’s negligence, willful misconduct, or violation of these Terms in the hosting of such Creator Tournament(s).

10. ANTI-FRAUD POLICY

10.1. We have a strict anti-fraud policy. We reserve the right to terminate your Account and suspend all payouts and/or Winnings to you to the extent in Our control and ability, and further reserve the right to inform the regulatory if you are suspected of fraudulent actions, such as: (i) participating in any type of coordination with other players; (ii) development of strategies aimed at unfaithful Winnings; and/or (iii) any type of cheating. The decision if you have participated in any such action and/or behavior is at Our sole discretion, and you shall be informed via phone or email based on the contact details provided by you at registration.

10.2. We have zero tolerance to advantage participators. Should you attempt to gain advantage of Our offers or other promotions, you acknowledge and agree that We have the right to void bonuses and any Winnings from such bonuses, including but not limited to the reasons of: (i) creating more than one Account in order to get advantage from Our promotions; (ii) providing incorrect registration information; (iii) conducting Creator Tournaments for impermissible and/or illegal purposes; and/or (iiiiv) any other action which may damage Us and/or other of Our uses. 

10.3. We reserve the right to close your Account, at Our absolute discretion and without any obligation to state a reason or give prior notice. Criminal charges will be brought against any user or any other person(s) who has/have manipulated Our system or attempted to do so. We also reserve the right to terminate and/or change any games or events being offered on the Website.

10.4. Should you become aware of any possible errors or incompleteness on the Website, in any of the software or in any of the services provided by us, you agree to refrain from taking advantage of them and you agree to report to Us any error or incompleteness immediately. Should you fail to fulfill such obligations, We have the right to full compensation for all costs related to the error and/or incompleteness, including any costs incurred in association with the respective error/incompleteness and the failed notification. Moreover, you understand that We are not liable for potential losses incurred by you in the event of you breaching this clause.

11. CANCELLATION RIGHTS

11.1. You understand and accept that We have the right to cancel your Account and/or withdraw your participation in any of the play-to-earn skill games offered therein, if:

11.1.1. you or a third party can affect the outcome of a game;

11.1.2. you or an affiliated third-party violated the Terms hereof and/or the Game Rules;

11.1.3. the outcome of a game was the result of illegal actions; and/or

11.1.4. the game was made during a technical failure.

11.2. You agree that if you are in breach of any of the Terms, Game Rules, other rules, or We have reasonable grounds to assume that you have violated the Terms and/or the Game Rules and/or other rules, that We have the right to suspend your Account and/or participation in any of the games, refuse to pay the winnings or bonuses to the extent in Our ability and control, for compensation of Our own losses resulting from such actions.

12. INTELLECTUAL PROPERTY 

12.1. Intellectual Property Rights and License

We and our licensors retain all right, title and interest including, without limitation, all copyright, trademark, patent, trade secrets and all other intellectual property rights anywhere in the world in and to the Website and any offerings and/or content of any nature therein, and all components and aspects of the Website and offerings and content therein. For the purposes of the foregoing sentence, the Website shall be deemed to include the “Materials”, which means all information provided to you in the course of your use of the Website and the offerings therein, content posted to the Website or within the offerings therein, trademarks, service marks, designs, logos, slogans, URLs and trade names displayed on the Services.

We grant you a personal, revocable, non-transferable, non-exclusive, limited, non-assignable and non-sublicensable right to access the Website/Materials and to use the offerings therein for lawful purposes pursuant to these Terms. You may not and shall not permit anyone else to copy, modify, create a derivative work of, reverse engineer, decompile or otherwise extract the source code of the Website and the offerings therein, or any part thereof. You may not resell or comingle the Website, the offerings therein or Materials with any third-party service, other than as expressly permitted in these Terms. You may not engage in the distribution, public performance or public display of the Website, the offerings therein or Materials, or at portion thereof, except in the course of ordinary application of the Website and offerings therein. You may not use the Website, the offerings therein or Materials other than for their intended purpose. No title to or ownership of any proprietary rights related to the Website, the offerings therein or Materials are transferred to you pursuant to these Terms. Your right to use the Website, the offerings therein or Materials ceases on any termination of these Terms.

If you provide questions, comments, suggestions, ideas, original or creative material and/or feedback to Us about any part of the Website, the offerings therein or Materials (“Feedback”), We will own the exclusive rights, including all intellectual property rights, to such Feedback. We will be entitled to the unrestricted use and dissemination of the Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. We reserve all rights not expressly granted herein.

12.2. Your Content

As a user of the Website and the offerings therein, you may be allowed to create, post, store or share content which may include messages, texts, photos, videos, software, usernames, profiles, and other materials (collectively, “Your Content”). You are solely responsible for any of Your Content that you provide or make available through the Website and the offerings therein. Except for the license granted below, you retain all rights in and to Your Content, as between you and Us. We will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of, or failure to store or encrypt any Your Content. If We terminate or suspend your Account or your access to the Website and the offerings therein, you may no longer have access to the Your Content, and we will not be liable to you if that happens.

You hereby grant Us and Our licensors, contractors and affiliates the right to use, modify, adapt, reproduce, distribute, transmit, translate, display, and disclose Your Content as reasonably necessary to provide and improve the Website and the offerings therein, and as otherwise permitted by these Terms. You represent and warrant that you have the right to provide any Your Content that you provide to us, and that Your Content does not infringe or misappropriate the intellectual property rights of any third party. You represent and warrant that you have the right to grant us this license and that Our storage, use, display, reproduction, distribution, modification, adaption or transmission of Your Content does not and will not violate these Terms, any intellectual property right, or any law or regulation, and does not and will not cause injury to any person or entity. You will be solely responsible for the nature, quality, and accuracy of Your Content, and you will ensure Your Content complies with these Terms and any Applicable Law. You will maintain appropriate security, protection, and backup copies of Your Content. While we have no obligation to screen, edit or monitor Your Content, we reserve the right to delete or remove any of Your Content at any time, for any reason, without notice or liability.

12.3. Third Party Content and Services

In using the Website and the offerings therein, you may view content or services provided by third parties, including links to web pages and services of such parties (“Third Party Content”). We do not control, endorse, or monitor any Third Party Content and have no responsibility for such Third Party Content or the providers of third party services, whether or not they are integrated with the Website and the offerings therein. Your dealings with third parties are solely between you and the third parties. Where indicated by Us as available in your Account, the Website and the offerings therein may also be able to integrate with certain third party services. Whenever you accept such integration with respect to your Account, you consent for Us to retrieve information from such third parties and add it to your Account, as well as to disclose information from your Account and provide it to such third parties. We do not warrant as to the ability, capacity, or legality of any Third Party Content or any third party service in any way. We shall have no liability for any Third Party Content, and We will not be liable to you or to any third party for any loss or damage of any kind resulting from or incurred as a result of dealings you have with a third party, whether via the Website and the offerings therein or otherwise. You understand that you use Third Party Content at your own risk, and under the terms and conditions between you and the provider of the Third Party Content, which are different and separate from these Terms.

13. PROHIBITED ACTIVITIES

You acknowledge and agree that you may not use the Website and the offerings therein: (i) to facilitate any activity that is illegal in any jurisdiction where you are a national, domiciled or located; (ii) in a manner that may expose Us or any third party to security, financial or reputational risk, as determined by Us from time to time; (iii) for purposes other than that for which they were intended; (iv) in breach or contravention of any of our risk policies, as we may update them from time to time; or (v) in support of any of the prohibited activities that are listed below (the “Prohibited Activities”). 

“Prohibited Activity” means the operation of or the direct or indirect facilitation of any of the following: (i) any act that is illegal in the United States or in the jurisdiction where the person carrying out the activity is resident, domiciled or located; (ii) operation of a money services business; (iii) illegal or unlicensed betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races; (iv) bill payment services; (v) buyers or discount clubs; (vi) infomercial sales; (vii) items that encourage, promote, facilitate or instruct others to engage in illegal activity; (viii) items that may be counterfeit including, but not limited to: designer handbags, clothing and accessories, and consumer electronics; (ix) items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; (x) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime; (xi) items that promote, support or glorify acts of violence or harm towards self or others; (xii) legal fees including bankruptcy attorneys; (xiii) medical equipment; (xiv) multi-level marketing businesses (MLM); (xv) payment aggregators; (xvi) prepaid phone cards or phone services; (xvii) purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses; (xvii) real estate or motor vehicles; (xix) rebate based businesses; (xx) sales of money-orders or foreign currency; (xxi) up-sell merchants; (xxii) using the Website and the offerings therein as a means to transfer funds between bank accounts held in the same name; (xxiii) using the Website and the offerings therein that in any way assists User or others in the violation of any law, statute or ordinance; (xxiv) using the Website and the offerings therein to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs; (xxv) using the Website and the offerings therein to control an account that is linked to another account that has engaged in any of the foregoing activities; (xxvi) using the Website and the offerings therein while impersonating any person or entity or falsely claiming an affiliation with any person or entity; (xxvii) or weapons including replicas and collectible items; or (xxviii) wire transfer money orders.

You will be solely responsible for any damage, costs or expenses arising out of or in connection with any Prohibited Activities.

14. SEVERABILITY

All rights and restrictions contained in these Terms may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render these Terms illegal, invalid or unenforceable. If any provision or portion of any provision of these Terms shall be held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

15. DISPUTE RESOLUTION AND CLASS ACTION WAIVER

15.1. For United States residents, these Terms contain a binding arbitration clause and a class-action waiver that affects your rights about how to resolve disputes. If you live in the United States, please read it carefully. Except where you opt out, and except for certain types of disputes set forth hereunder, you agree that disputes arising between you and Quiiiz will be resolved by binding, individual arbitration and you waive your right to participate in any class-action lawsuit or class-wide arbitration.

15.2. If you are a United States resident or otherwise make any claim against Quiiiz in the United States, you expressly agree that any legal claim, dispute or other controversy between you and Quiiiz arising out of or otherwise relating in any way to the Website and the user of any of the offering therein, including the play-to-earn skill games, including controversies relating to the applicability, enforceability or validity of any provision of these Terms or Quiiiz’s Privacy Policy (collectively “Disputes”), shall be resolved in confidential binding arbitration conducted before one commercial arbitrator from the American Arbitration Association (“AAA”), rather than in a court, as described herein. The arbitration will be governed by the AAA’s commercial arbitration rules and, if the arbitrator deems them applicable, the supplementary procedures for consumer related disputes (collectively “Rules and Procedures”). You acknowledge that you are voluntarily and knowingly forfeiting your right to a trial by jury and to otherwise proceed in a lawsuit in state or federal court.

15.3. Payment of arbitration costs will be governed by the AAA’s fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case Quiiiz will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. Quiiiz also reserves the right in its sole and exclusive discretion to assume responsibility for all arbitration costs imposed by the AAA. Each party agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses.

15.4. The arbitration may be conducted in New York, NY, or upon your request, in the city closest to your location where AAA maintains an office. The arbitrator’s award shall be final and binding on you and Quiiiz and may be entered as a judgment in any court of competent jurisdiction.

15.5. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at www.adr.org.

15.6. As an exception to the binding arbitration rule, to the extent the dispute arises from: (a) A violation of Quiiiz’s intellectual property rights in any manner; (b) Any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the United States Computer Fraud and Abuse Act or Section “Code of Conduct” of these Terms; and (c) Any claim for equitable relief; then both parties agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in any court with jurisdiction over the other party. In addition to the foregoing, either party may assert an individual action in small claims court for claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

15.7. To the extent permissible under applicable law, all disputes shall be resolved by binding confidential arbitration on an individual basis. You expressly agree that no other disputes shall be consolidated or joined with your dispute, whether through class arbitration proceedings or otherwise. 

15.8. You and Quiiiz agree that there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures, there is no right or authority for any dispute to be brought in a purported representative capacity or as a private attorney general, and no arbitration shall be joined with any other arbitration.

15.9. You may opt out of this obligation to arbitrate. If you do so, neither you nor Quiiiz can require the other to participate in an arbitration proceeding. To opt out, you must notify Quiiiz in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out: Quiiiz Solutions Ltd., ATTN: Legal Department, 29 Dr. Caspari st. Haifa, 3467735, Israel. You must include your name and residence address and a clear statement that you want to opt out of this arbitration clause.

15.10. To begin an arbitration proceeding, you must send a letter to: Quiiiz Solutions Ltd., ATTN: Legal Department, 29 Dr. Caspari st. Haifa, 3467735, Israel, requesting arbitration and describing your claim. Quiiiz will provide 30-days’ notice of any changes to this section “Binding Arbitration / Class Waiver” through the Website and/or your Account or via other similar means. Changes will become effective on the 30th day and will apply prospectively only to any claims arising after the 30th day.

15.11. If you are not a United Stats resident, then the formation, interpretation, and performance of these Terms and any dispute arising out of it shall be governed by the substantive and procedural laws of Israel without regard to its rules on conflicts or choice of law. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in Tel Aviv, Israel, and you hereby submit to the exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

16. RESPONSIBLE GAMING

16.1. We want you to enjoy your experience on Our Website and your participation in the play-to-earn skill games that the Website offers, while playing responsibly. You understand that when you are playing games on the Website that involve money, you can lose money.

17. COPYRIGHT AND DMCA

17.1. If you believe the Website and/or any content therein, infringes your copyrights, please send a notice to: Quiiiz Solutions Ltd., Legal Department, 29 Dr. Caspari st. Haifa, 3467735, Israel, Israel, or alternatively via email to: support@quiiiz.com

17.2. Please include all the following in your DMCA notice: (a) Identify the copyrighted work that you claim has been infringed. If your DMCA notice covers multiple works, you may provide a representative list of such works; (b) Identify what you claim is the infringing material, including a description of where the material is located. Your description must be reasonably sufficient to enable Quiiiz to locate the material; (c) Provide your full legal name, mailing address, telephone number, and (if available) email address; (d) Include the following statement in the body of the DMCA notice: “I have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law. I represent that the information in this DMCA notice is accurate and, under penalty of perjury, that I am the owner of the copyright or authorized to act on the copyright owner’s behalf.” Please note that under 17 U.S.C. §512(f), if you knowingly misrepresent that a material or activity is causing infringement, you may be liable for damages, including the costs and attorneys’ fees incurred by Quiiiz or its users. If you are unsure whether the material or activity you are reporting is causing infringement, you may wish to contact an attorney before serving a notice to Quiiiz.

18. ADVERTISEMENTS

During use of the Website, you may enter correspondences with or participate in promotions of advertisers or sponsors showing their goods or services through the Website. Such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between you and the applicable third-party. We have no liability, obligation or responsibility for such correspondence, purchase, or promotion between you and any such third-party.

19. LINKS TO OTHER WEBSITES/APPLICATIONS

Although the Website may link to other websites, We are not, directly, or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked websites, unless specifically stated herein. We are not responsible for examining or evaluating, and We do not warrant the offerings of, any businesses or individuals or the content of such websites. We do not assume any responsibility or liability for the actions, products, services, and content of any other third-party. You should carefully review the legal statements and other conditions of use of any website which you access through a link from the Website. Your linking to any other website is at your own risk.

20. DISCLAIMER OF WARRANTY

YOU AGREE THAT YOUR USE OF THE WEBSITE AND/OR THE PARTICIPATION IN ANY OF THE GAMES OFFERED THEREIN IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT THE WEBSITE, INCLUDING WITHOUT LIMITATION, THE PARTICIPATION IN ANY OF THE PLAY-TO-EARN SKILL GAMES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE WEBSITE AND/OR THE PLAY-TO-EARN SKILL GAMES THEREIN, WILL MEET YOUR REQUIREMENTS, OR THAT THE WEBSITE AND/OR THE PLAY-TO-EARN SKILL GAMES THEREIN WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE AND/OR THE PLAY-TO-EARN SKILL GAMES THEREIN OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE AND/OR THE PLAY-TO-EARN SKILL GAMES THEREIN, OR THAT DEFECTS IN THE WEBSITE AND/OR THE PLAY-TO-EARN SKILL GAMES THEREIN WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE AND/OR THE PLAY-TO-EARN SKILL GAMES THEREIN IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE WEBSITE AND/OR THE PLAY-TO-EARN SKILL GAMES THEREIN OR ANY TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE AND/OR THE PLAY-TO-EARN SKILL GAMES THEREIN. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE WEBSITE AND/OR THE PLAY-TO-EARN SKILL GAMES THEREIN SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

20.2. Some jurisdictions do not allow disclaimers such as those set forth above; therefore, the above terms may not apply to you. Instead, in such jurisdictions, the foregoing disclaimers shall only apply to the extent permitted by the laws of such jurisdictions. Moreover, you may have additional legal rights in your jurisdiction, and nothing in these Terms shall infringe upon the statutory rights that you may have as a consumer of the Application and Services. Specifically, if you are a consumer based in the EEA, you are provided with a legal guarantee of conformity under which Quiiiz may be liable for a lack of conformity that you discover: (a) within two years from any one-time supply of the Website; or (b) at any time during any continuous use of the Website.

21. LIMITATION OF LIABILITY

21.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QUIIIZ, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, SALES, GOODWILL, USE OF CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF QUIIIZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF QUIIIZ AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE WEBSITE AND/OR THE PLAY-TO-EARN SKILL GAMES THEREIN WILL BE LIMITED TO AN AMOUNT OF USD 100. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

21.2. Some jurisdictions do not allow certain limitations of liability such as those stated in this section; therefore, the above terms may not apply to you. Instead, in such jurisdictions, the limitations of liability in this section shall apply only to the extent permitted by the laws of such jurisdictions. Moreover, you may have additional legal rights in your jurisdiction, and nothing in these Terms will infringe upon any statutory rights you may have as a consumer of the Application and Services.

22. INDEMNIFICATION

You will defend, indemnify and hold harmless Quiiiz, its parents, affiliates, licensors, suppliers, contractors and its and their respective shareholders, directors and officers, assigns, and successors-in-interest from and against any and all liabilities, damages, losses, claims, demands, actions, causes of action and costs (including, without limitation, attorneys’ fees and expenses) arising out of or resulting from: (i) your failure to comply with these Terms; (ii) your use of the in-Website offerings, or any part of them; (iii) your alleged or actual negligent or willful acts or omissions, or those of your agents or employees; (iv) any taxes or other liabilities related to any product or service that you may provide or sell; (v) your operation of a business; (vi) any activity in or through your Account; (vii) any claim by any third party that relates to you; (viii) any costs that We incurs in responding to a subpoena or other court order related to you or a third party with whom you have any relationship; (ix) any termination or suspension of your access to the offerings made in the Website; (x) any third party’s use of your Account; and (xi) any Prohibited Activities that are attributable to you, your agents, or employees.

23. ENTIRE AGREEMENT 

These Terms set out the entire agreement between you and Quiiiz regarding the Website and the play-to-earn skills therein, and any other content contained in the Website, and supersede all earlier agreements and understandings between you and Quiiiz.

24. RELATIONSHIP OF THE PARTIES

Nothing in these Terms are intended to nor shall create any partnership, joint venture, consultancy or trusteeship relationship between the parties. You and Us are independent contractors for the purposes of these Terms. Each party shall be responsible for their respective expenses associated with performing under these Terms.

25. CHANGES OF TERMS AND CONDITIONS

25.1. The Terms hereof are effective as of October 15, 2023.

25.2. The Terms may be amended, updated and/or changed by Us at any time. We will notify the Website users of significant changes, where possible. However, you are encouraged to review the Terms regularly to check for possible changes.

25.3. Changes to the Terms shall come into effect immediately upon posting such Terms on the Website.

25.4. Your continued use of the Website, as well as, but without limitation, by participating in the play-to-earn skill games offered by the Website, subsequent to the posting updated terms, as set forth above, shall be deemed your acceptance of these changes.

26. COMPLAINTS

In the event that you have a complaint, please notify Us in writing of the cause of your complaint, how you would like the complaint resolved, and any other relevant information, at the following link support@quiiiz.com. Our member of the customer service team will consider your complaint without prejudice based on the information you have provided and any information We may have. Within a reasonable time of Our receipt of your complaint, a member of Our customer service representative will (i) offer to resolve your complaint in the way you requested; (ii) make a determination rejecting your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative solution. If for some reason we cannot resolve your complaint within a reasonable time, We will inform you of this and specify the new deadline for which we will try to respond to your complaint.

27. LANGUAGE

These Terms and all communications, information or notifications provided by Us shall be in English. Should We provide translations into another language, such translations shall be for your convenience only. In the case of any inconsistency between the translation and the English version of these Terms, the English version shall prevail.