User Agreement

Electric Bat Interactive LLC (“Electric Bat Interactive” or “we”) has designed, developed and is the publisher of a software product entitled Electric Bat Interactive (“Software”). The Software and associated applications (the “Service”) are provided by Electric Bat Interactive for entertainment purposes only. In order to use the Service, you must read and agree with this End User License Agreement (this “Agreement”). IF YOU ARE UNDER AGE 18 YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN’S PERMISSION TO USE THIS SERVICE, AS WELL AS HAVE THEM READ AND AGREE TO THESE TERMS. By using the Service, you agree as follows:

1. Electric Bat Interactive License Terms.

1.1License Grant. Electric Bat Interactive grants you (the “User”) the non-exclusive, non-transferable, revocable, limited right to access the Service for User’s personal use in accordance with the terms and limitations contained herein and only for entertainment purposes. All other rights are reserved by Electric Bat Interactive. Unless otherwise authorized in writing by Electric Bat Interactive, User may not use, copy, reproduce, modify, publicly perform or display, create derivative works of, sell, auction, loan, lease, rent, distribute, transfer or disclose all or any part of the Service (including, without limitation, any screenshots, videos, documentation or manuals relating to the Service) except as provided in this Agreement.

1.2 License Restrictions. Unless otherwise authorized, User shall not:

(a) Sublicense to, transfer, network, transmit, distribute, or permit use of the Service by, any third party;

(b) Reverse engineer, decompile, or disassemble any aspect of the Service including setting up competing networks such as shadow servers, gray shards, or pirate servers;

(c) Transmit or communicate any data that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(d) Harm minors in any way;

(e) Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

(f) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other users;

(g) Transmit, access or communicate any data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

(h) Transmit, access, or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(i) Transmit or communicate any data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(j) Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;

(k) Interfere with or disrupt the Service;

(l) Intentionally or unintentionally violate any applicable local, state, national or international law, including securities exchange and any regulations requirements, procedures or policies in force from time to time relating to the Service;

(m) Monitor traffic or make search requests in order to accumulate information about individual users;

(n) Stalk or otherwise harass another person;

(o) Modify, delete or damage any information contained on the personal computer of any other user;

(p) Unless otherwise approved by Electric Bat Interactive, upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(q) Use the Service in any way related to gambling or illegal lotteries or illegal sweepstakes;

(r) Harm the Service including using any program or other mechanism to slow or “crash” the network including monitoring activity, packet sniffing, or modifying the data stream;

(s) Engage in any activity or install any software application to facilitate activity considered cheating, including botting, other automated play, or hacking to gain an advantage over other users as judged by Electric Bat Interactive: or

(t) Allow usage by others in such a way as to violate this Agreement;

1.3 Indemnification. User (i) agrees to indemnify, defend and hold harmless, and (ii) hereby releases, Electric Bat Interactive, its licensors, and their direct and indirect parent, subsidiary and sister corporations, and their respective officers, directors, employees, and agents from and against any and all losses, liabilities, claims, obligations, costs and/or expenses (including reasonable legal fees) which result from, arise out of or in connection with the User’s use of the Service and all other services or activities related thereto.

2. Ownership.

2.1 Electric Bat Interactive Intellectual Property. Except for the revocable, limited license expressly granted hereunder, Electric Bat Interactive retains all rights, title and interests in and to all intellectual property rights associated with the Service and all copies thereof, and all world content and data in connection therewith. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions as well as other laws. User acknowledges that the Software contains valuable trade secrets of Electric Bat Interactive, and that Electric Bat Interactive and/or its licensors own all intellectual property rights in and to the Software, including, without limitation, all patent rights, copyrights, inventions, trade secret rights, trade dress rights, trademark rights and intellectual property rights therein and thereto. User may not remove the copyright and other proprietary rights notices from the Software. User agrees that this Agreement shall be retained with all printed and electronic copies of the Software and documentation constituting the Software. User agrees to prevent any unauthorized copying or distribution of the Software. Except for the license as expressly provided herein, Electric Bat Interactive does not grant User any express or implied right in any patents, copyrights, trademarks, or trade secret information of Electric Bat Interactive and/or its licensors.

2.2 Licensed Intellectual Property. Electric Bat Interactive, through arrangements with licensors, may incorporate certain external intellectual property (“Licensed Intellectual Property”) into the Services. This Licensed Intellectual Property shall remain the property of the licensors and any and all intellectual property rights thereto shall remain with the licensors.

2.3 Electric Bat Interactive Cash. If you have an active Electric Bat Interactive account you may participate in our Electric Bat Interactive Cash service offering. Electric Bat Interactive Cash ("Electric Bat Interactive Cash") is an online redeemable point system, with no cash value, that can be used to obtain certain products and services offered by Electric Bat Interactive. Electric Bat Interactive Cash can be acquired, used and redeemed in a variety of ways. For example, you may have the opportunity to acquire Electric Bat Interactive Cash by participating in and/or by completing certain tasks or objectives in one of our games as part of the Service. We may also offer Electric Bat Interactive Cash to you for free through one of our promotional campaigns. In addition, we currently offer Electric Bat Interactive Cash to you for sale through our online store. Electric Bat Interactive Cash is sold in bundles and the price may vary at our discretion and depending on the amount you purchase. Electric Bat Interactive may from time to time limit the amount of Electric Bat Interactive Cash you may obtain in your account balance at any one time or in the aggregate. Electric Bat Interactive will notify you if you reach such limit. You are solely responsible for any tax consequences that may result from your acquisition, use or redemption of Electric Bat Interactive Cash.

License to use Electric Bat Interactive Cash. No matter how you obtain Electric Bat Interactive Cash, you acknowledge and agree that such Electric Bat Interactive Cash solely represents a limited license right to a virtual good which is governed by the terms of this Agreement, and that such Electric Bat Interactive Cash is non-transferable to another person. Electric Bat Interactive Cash has no cash value and is non redeemable for any sum of money or monetary value from Electric Bat Interactive at any time. Electric Bat Interactive Cash does not constitute a personal property right.

Redemption of Electric Bat Interactive Cash. From time to time Electric Bat Interactive may offer opportunities for you to redeem your Electric Bat Interactive Cash for certain items or services provided that you have a sufficient balance to do so. While your Electric Bat Interactive Cash does not have any set expiration date, please be aware that Electric Bat Interactive may from time to time cease, without notice to you, to continue to offer an item or service in exchange for your Electric Bat Interactive Cash. As such, if you see an item or service being offered by us for redemption that interests you, we strongly encourage you to redeem your Electric Bat Interactive Cash for such item or service as soon as possible. We reserve the right from time to time limit the amount of Electric Bat Interactive Cash you may redeem or purchase at any one time, day or week. We will notify you if you reach such limits. Once you redeem your Electric Bat Interactive Cash, the amount redeemed will be deducted from your balance. We will not reinstate any deducted Electric Bat Interactive Cash except in limited circumstances at our sole and absolute discretion after investigation.

Corrections. You are solely responsible for verifying that the proper amount of Electric Bat Interactive Cash has been added to or deducted from your Electric Bat Interactive account. You can view your Electric Bat Interactive Cash balance from within while participating in the Services that accept Electric Bat Interactive Cash for payment. If you believe that a mistake has been made with respect to your Electric Bat Interactive Cash balance, please contact us immediately so that we can investigate the matter. Note that Electric Bat Interactive may require additional information and/or documentation to verify your claim. Electric Bat Interactive will let you know the results of our investigation, however, you acknowledge and agree that we have sole and absolute discretion in determining whether or not your claim is valid and if so the appropriate remedy.

Improper Usage of Electric Bat Interactive Cash. We reserve the right to reduce, liquidate, deactivate, suspend or terminate your Electric Bat Interactive Cash or access thereto if we terminate the Service or if we suspect, after investigation, that you have misused the Electric Bat Interactive Cash service, violated the terms of this Agreement, or have otherwise used the Electric Bat Interactive Cash service to conduct any fraudulent or illegal activity.

YOU MAY CANCEL THE SERVICE AT ANY TIME; HOWEVER, THERE ARE NO REFUNDS OF Electric Bat Interactive CASH FOR CANCELLATION.

In the event that Electric Bat Interactive suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused Electric Bat Interactive Cash on the account, any license or fees, any content or data associated with your account, or for anything else. Electric Bat Interactive has the right at any time for any breach of this agreement or general suspension or termination of the Service, to suspend or terminate your account, terminate this Agreement, and/or refuse any and all current or future use of the Service without notice or liability to you. In the event that Electric Bat Interactive suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused Electric Bat Interactive Cash or other credits on the account, any license or fees, any content or data associated with your account, or for anything else.

In the event an account is suspended or terminated for your breach of this Agreement (in each case as determined in Electric Bat Interactive’s sole discretion), Electric Bat Interactive may suspend or terminate the account associated with such breach and any or all other accounts held by you or your affiliates, and your breach shall be deemed to apply to all such accounts.

YOU UNDERSTAND AND AGREE THAT ANY ATTEMPT TO MAKE ANY CHARGE BACK OR OTHERWISE RECLAIM OR OBTAIN A REFUND OF OR A CREDIT AGAINST ANY FEES PAID FOR THE SERVICE WITHOUT FIRST HAVING OBTAINED Electric Bat Interactive PRIOR WRITTEN CONSENT TO SUCH REFUND SHALL ENTITLE Electric Bat Interactive TO DEACTIVATE YOUR ACCOUNT UNLESS AND/OR UNTIL SUCH TIME AS THE FEES ARE REPAID OR A CREDIT OR REFUND IS AGREED WITH Electric Bat Interactive. DEACTIVATION WILL INCLUDE, NOT ONLY THE Electric Bat Interactive CASH BALANCE, BUT ALSO ALL ACCESS TO THE SERVICE INCLUDING PREVIOUSLY PURCHASED ADDITIONAL FEATURES AND/OR THE FREE ASPECTS OF Electric Bat Interactive.

3. Injunctive Relief. User acknowledges and agrees that a breach or threatened breach of any covenant contained in this Agreement would cause irreparable injury, that money damages would be an inadequate remedy and that Electric Bat Interactive shall be entitled to temporary and permanent injunctive relief, without the posting of any bond or other security, to restrain User, from such breach or threatened breach. Nothing in this section shall be construed as preventing Electric Bat Interactive from pursuing any and all remedies available to it, including the recovery of money damages from User.

4. No Warranty; No Liability For Damages; No Support; World Content and Data.

4.1 No Warranty. User acknowledges that the Service is a pre-release version and is not a final game. USER ACKNOWLEDGES THAT THE SOFTWARE AND SERVICE MAY WELL CONTAIN ERRORS AND DEFECTS. THE SOFTWARE AND SERVICE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY OF THE SOFTWARE, THE SERVICE AND ALL OTHER SERVICES IS WITH USER. SHOULD THEY PROVE DEFECTIVE FOLLOWING THEIR RECEIPT BY USER, USER AND NOT Electric Bat Interactive ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING OR REPAIR. Without limiting the foregoing, Electric Bat Interactive does not ensure continuous, error-free, secure or virus-free operation of the Software, the Service, your account or continued operation or availability of any given server. THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.

4.2 No Liability For Damages. IN NO EVENT SHALL Electric Bat Interactive, ANY PARENT, SUBSIDIARY OR OTHERWISE RELATED COMPANY (INCLUDING ALL AFFILIATES), OR EMPLOYEES, AGENTS, OFFICERS, MANAGERS AND/OR DIRECTORS OF ANY OF THE ABOVE, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL PUNITIVE OR OTHER DAMAGES OR LOST PROFITS, DATA OR BUSINESS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICE EVEN IF ANY OF THE ABOVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.3 No Support. Electric Bat Interactive does provide limited support for the Software or Service. However, Electric Bat Interactive may provide an e-mail address and/or a password protected forum for User to send any questions and/or comments regarding the Software or Service. Electric Bat Interactive does not, however, make any representations or warranties as to the accuracy of any statements or advice provided in response to User’s e-mail(s) and/or board postings.

5. Dispute Resolution and Choice of Law.

5.1 Informal Resolution. To facilitate the resolution of any controversy related to this Agreement (“Dispute”), you and Electric Bat Interactive agree to first attempt to resolve any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating any arbitration or court proceeding. Informal resolution may be completed through a customer service mechanism. If this fails, additional informal discussions begin upon written notice from you or Electric Bat Interactive. Electric Bat Interactive will send its notice to the email address you have provided to us and may also provide a copy to a physical address if we have one on file. You will send your notice to Electric Bat Interactive, LLC, 106 E. 6th Street, Suite 750, Austin, TX, 78701 attn: Legal Department.

5.2 Binding Arbitration. If you and Electric Bat Interactive are unable to resolve a Dispute through informal discussions, either you or Electric Bat Interactive may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by final binding arbitration. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be performed under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Your arbitration fees and your share of arbitrator compensation shall be governed by these AAA rules. If such costs are determined by the arbitrator to be excessive, Electric Bat Interactive will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online as allowed by the AAA rules. Except as otherwise provided in this Agreement, you and Electric Bat Interactive may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

5.3 No Class Action. You and Electric Bat Interactive agree that any arbitration shall be limited to the Dispute between Electric Bat Interactive and you individually. To the full extent permitted by law no arbitration or other dispute resolution proceeding shall be joined with any other or decided on a class-action basis.

5.4 Exceptions to Informal Discussions and Arbitration. You and Electric Bat Interactive agree that the following Disputes are not subject to the above provisions concerning informal discussions and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Electric Bat Interactive’ intellectual property rights or Licensed Intellectual Property; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or criminal activity; and (3) any claim for injunctive relief.

5.5 Venue. Any arbitration will take place in the County of Cook, State of Illinois, United States of America. Any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, shall be decided by a court of competent jurisdiction within the County of Cook, State of Illinois, United States of America, and you and Electric Bat Interactive agree to submit to the personal jurisdiction of that court. Construction and performance of this Agreement and the legal relations between the parties hereto shall be under the law of the State of Illinois without regard to its conflict of laws provisions. Each party hereby waives any claim that such venue is improper or inconvenient.

6. Miscellaneous.

6.1Survival. The provisions of this Agreement, other than Section 1.1 shall continue in full force and effect even after this Agreement has been terminated.

6.2Severability and Assignment. If any provision of this Agreement shall be held invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of all other provisions of this Agreement shall not be affected thereby. User shall have no right to assign this Agreement.

6.3Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the parties. Changes made by User to this Agreement will not be effective unless set forth in a writing describing the change and agreed to and signed by both Electric Bat Interactive and User. Electric Bat Interactive reserves the right to change the terms of this Agreement at any time upon notice to User by e-mail or on its webpage. Such changes by Electric Bat Interactive shall be effective upon notice to User and User’s continued use of the Services shall constitute User’s acknowledgement of, and agreement to, be bound by such changes.

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