Terms of Use

Play By Play Studios Inc.

Last Updated: March 16, 2026

TABLE OF CONTENTS

PBP Account
License Grant; Restrictions
Availability of the PBP Services; Updates
Rules of Conduct
The Game and Other PBP Services
Termination and Other Sanctions
Use of Data
Additional Software, Tools, and Utilities
Third-Party Website
Warranties; Limitation of Liability
General Terms (including Governing Law and Binding Arbitration)

IMPORTANT HEALTH WARNING — PLEASE READ BEFORE PLAYING THE GAME
A small percentage of individuals may experience photosensitive reactions and even epileptic seizures when experiencing certain flashing lights or light patterns included as visual effects or as user experiences while playing video games. Symptoms may be experienced by someone with no history of photosensitivity or epilepsy. If you or anyone in your family experience an epileptic reaction, photosensitivity or other condition, please consult your physician before playing the game or accessing and using any of the other PBP Services.

If you experience dizziness, altered vision, eye or muscle twitches, confusion, loss of awareness, disorientation, or a convulsion or any other involuntary reaction, while playing the Game or when accessing or using any of the other PBP Services, please stop your activity immediately and consult your physician before you continue such activity.

Welcome to Play By Play Studios Inc. (“PBP Studios” or the “Company”). Play By Play Studios’ Terms of Use, together with our Privacy Policy (which is incorporated herein by this reference), govern your authorized access to and use of the products and services that are made available by PBP Studios, including PBP Studios’ flagship game NBA THE RUN™ (the “Game”), and other game software and related
content, enhancements, features, information, updates, and upgrades, including, but not limited to, software and content for online and mobile platforms, services, websites, and live events that are hosted, sponsored or otherwise associated with PBP Studios (collectively, “PBP Services”). PBP Studios’ Terms of Use, together with PBP Studios’ Privacy Policy, constitutes a legal agreement between you and PBP
Studios (the “Agreement”) regarding the Game and other PBP Services.

When you access and use the Game or any of the other PBP Services that PBP Studios, at its sole discretion, elects to make available, you are indicating and confirming that you accept and that you agree to comply with all of the terms and conditions that are referenced in the documents that comprise the Agreement.

If you disagree with any of the provisions set forth in PBP Studios’ Terms of Use or Privacy Policy, or are unwilling to accept all of the terms and conditions expressly referenced in the documents that comprise the Agreement, you must not access or use the Game or any of the other PBP Services.

THE GAME AND ALL OF THE OTHER PBP SERVICES ARE NOT DIRECTED TO OR INTENDED FOR CHILDREN UNDER THE AGE OF 13 AND, IF YOU ARE UNDER 13 YEARS OLD, YOU ARE NOT AUTHORIZED TO ACCESS AND USE THE PBP SERVICES. BY ACCESSING AND/OR USING ANY OF THE PBP SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE. IF YOU ARE 13 YEARS OLD OR OLDER, BUT ARE UNDER THE AGE OF 18 (OR UNDER THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE), YOU MAY ONLY ACCESS AND USE THE PBP SERVICES WITH THE APPROVAL AND CONSENT OF ONE OF YOUR PARENTS (OR YOUR LEGAL GUARDIAN, IF APPLICABLE) AND ONLY IN ACCORDANCE WITH THE TERMS AND SUBJECT TO THE CONDITIONS EXPRESSLY SET FORTH IN THESE TERMS OF USE AND IN ALL OF THE OTHER DOCUMENTS THAT COMPRISE THE AGREEMENT.

1. PBP Account

1.1 An online account with PBP Studios (a “PBP Account”) will be formed once you, or, if necessary, one of your parents or your legal guardian (as applicable), indicate acceptance of the terms and conditions referenced in the documents that comprise the Agreement, which PBP Account will enable you to access and play the Game and other interactive entertainment products that are offered by PBP Studios for
online gameplay, and to access and use the other PBP Services that are made available by PBP Studios, at its sole discretion, for online access and use. To be eligible to use a PBP Account, (a) you must be at least thirteen (13) years of age and, if you are under the age of eighteen (18) or under the age of “majority” in
the country in which you reside, one of your parents or, if applicable, your legal guardian, must also read and indicate agreement with all of the terms and conditions expressly set forth and/or referenced in the documents comprising the Agreement; (b) you must be a resident of a country in which use of the relevant PBP Services is lawfully permitted; (c) you must have a valid email address; (d) you must provide honest and accurate information in response to any and all questions that may be asked of you by PBP Studios, its affiliates, and/or third-party service providers; and (e) you must be eligible to access and use the PBP Services that you are able to access and use by means of your PBP Account.

1.2 You may choose to cancel your PBP Account in its entirety, or you may elect to cancel your subscription regarding any of the PBP Services, at any time by contacting PBP Studios’ Customer Service Department via email at hello@playbyplaystudios.com. In connection with the processing of any such
cancellation request, to the extent permitted under applicable law, PBP Studios may seek to collect any fees or other charges that were incurred prior to PBP Studios receiving your cancellation request, including, but not limited to, any monetary amounts that may be owed to third-party vendors or content providers.

1.3 You are solely responsible, and may be held to be legally liable, for any and all activities that occur by means of or otherwise in connection with your PBP Account. Accordingly, you are strongly advised not to share your PBP Account with any other individual or group of individuals. You may not maintain multiple PBP Accounts for the purpose of evading bans, manipulating game systems, or violating
the Agreement. PBP Studios may elect, at its sole discretion, to suspend or terminate your PBP Account if you violate or are otherwise in default of any material provision of any of the documents comprising the Agreement, or if someone else uses your PBP Account to engage in activity that is unlawful or that otherwise violates any of the terms or conditions referenced in the documents comprising the Agreement.

1.4 Except as expressly set forth in the Agreement or as required by applicable law, all payments for PBP Services are final and non-refundable. More specifically: (a) subscription fees are non-refundable except as required by applicable consumer protection laws; (b) Virtual Items and virtual currency are non-refundable once purchased or earned; (c) if your PBP Account is terminated as a result of your violation of any of the documents comprising the Agreement, you forfeit any unused subscription time or Virtual Items without refund, effective as of the date of such termination; (d) PBP Studios may, in its sole discretion, provide refunds on a case-by-case basis; and (e) nothing in this section limits any refund rights you may have under applicable law, including consumer protection statutes or third-party platform
policies (e.g., the refund policies administered by the Apple App Store or Google Play Store).

2. License Grant; Restrictions

2.1 PBP Studios grants you a non-exclusive, non-transferable, revocable, personal, limited license (without any sublicense rights of any kind or nature) to access and use PBP Studios’ NBA THE RUN™ game application and the other PBP Services that PBP Studios, at its sole discretion, elects to make available and to which you are authorized to have access solely for your personal, non-commercial use and enjoyment, all in accordance with the terms and subject to the conditions expressly set forth in the Agreement, including PBP Studios’ Privacy Policy.

2.2 The PBP Services are licensed to you, and are not being sold by PBP Studios. You are not authorized to copy, reproduce, prepare any derivative work, modify, publicly display, publicly perform, share, or distribute any of the PBP Services, nor reverse engineer, decompile, disassemble, or attempt to extract or otherwise use any computer software for any of the PBP Services, including, without limitation, any source code or data of or concerning any of the PBP Services, unless such activity or conduct is expressly authorized by PBP Studios in writing or as may otherwise be authorized under applicable law. Subject to the limited license grant referenced in Section 2.1, above, PBP Studios and its respective licensors (as applicable) own and hereby expressly reserve any and all rights, title, and interests in and with respect to the PBP Services, including, without limitation, all rights, title and interests in and to any and all associated intellectual property rights and other proprietary rights of every kind and nature.

2.3 As a pre-condition of your authorized access to and use of PBP Studios’ NBA THE RUN™ game application and any other PBP Services (as applicable), you represent and warrant that you will not access and use the Game or any of the other PBP Services for any activity or purpose that is illegal or otherwise prohibited by the Agreement, and you covenant and agree that you will not, directly or indirectly, do or attempt to do any of the following (unless expressly authorized pursuant to applicable law or you obtain PBP Studios’ prior consent in writing):

(a) Use any of the PBP Services commercially or for any promotional purpose; or

(b) Copy, reproduce, modify, prepare any derivative work, publicly display, publicly perform, share, publish, distribute, or otherwise use any of the PBP Services, or any part or portion thereof, in any way or manner that is not expressly authorized by PBP Studios in writing; or

(c) Decompile, disassemble, reverse engineer, or otherwise attempt to extract any source code or data from any of the PBP Services; or

(d) Share, lend, lease, rent, sell, redistribute, sublicense, or otherwise transfer any of the PBP Services (or any portion or derivative of any of the PBP Services) or any of the limited license rights expressly granted to you by PBP Studios; or

(e) Export, re-export, release, or otherwise transfer any of the PBP Services (or any portion or derivative of any of the PBP Services) to any country that is subject to U.S. export restrictions, or to any third party who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.

2.4 In the event that you create, upload, post, or otherwise make available any content using or in connection with any of the PBP Services (e.g., screenshots, videos, streams, modifications, fan art, or other materials) (collectively, “User Content”), you hereby grant and irrevocably agree to grant to PBP Studios a non-exclusive, royalty-free, worldwide, perpetual, and transferable license to use, reproduce, distribute, display, perform, and create derivative works of such User Content for any purpose, including promotional and commercial purposes. You represent that you own or have the necessary rights to grant this license and that your User Content does not infringe any third-party rights. PBP Studios, at its sole discretion, may exercise these rights without further notice and without providing any form of compensation to you.

2.5 The PBP Services may include virtual currency, virtual items, or other virtual goods (collectively, “Virtual Items”) that can be earned through gameplay or that may otherwise be made available by PBP Studios, at its sole discretion. You acknowledge and agree that: (a) Virtual Items have no real-world monetary value and cannot be exchanged for real money or any item of monetary value; (b) Virtual Items are licensed, not sold, and you do not acquire any ownership rights or interests in or otherwise with respect to Virtual Items; (c) PBP Studios may modify, suspend, or discontinue any Virtual Items at any time without notice or liability; (d) Virtual Items are non-refundable and non-transferable except as expressly permitted by PBP Studios; (e) PBP Studios has no obligation to provide refunds for Virtual Items except as required by applicable law; and (f) upon termination of your PBP Account or the Agreement, you will lose access to all Virtual Items previously associated with your PBP Account.

2.6 If you provide PBP Studios with any feedback, suggestions, ideas, or recommendations regarding the PBP Services (collectively, “Feedback”), you acknowledge and agree that: (a) your Feedback is provided voluntarily and without expectation of any compensation or any attribution credit; (b) PBP Studios may use, modify, and implement your Feedback without any obligation to you; (c) you assign to PBP Studios all rights, title, and interest in and with respect to your Feedback; (d) PBP Studios has no obligation to implement, acknowledge, or respond to any Feedback; and (e) you waive any claims that PBP Studios’ use and/or commercialization of any similar or identical ideas violates any of your rights.

3. Availability of the PBP Services; Updates

3.1 Please be advised that PBP Studios’ NBA THE RUN™ game application and the other PBP Services (as applicable) are not designed or intended to operate on all devices, in all geographic locations, or by means of all internet services providers, and PBP Studios does not represent or provide any form of guarantee that the PBP Services will be available for your personal use and enjoyment at any particular time or times or for any particular period of time. PBP Studios expressly reserves the right, at its sole discretion, to suspend, discontinue, and/or terminate any of the PBP Services, and may elect to make changes, enhancements, and other modifications to any of the PBP Services, including updates, that may adversely affect your ability to access and use the affected PBP Services.

At any time and from time to time, PBP Studios may modify any of the PBP Services, and/or you may lose the ability to access and use the PBP Services (or any features or portions of any of the PBP Services) without prior notice if, at PBP Studios’ sole discretion, it elects to modify, suspend, or terminate any of the PBP Services as a result of any security or other technical matter, or for legal, contractual and licensing obligations, or if PBP Studios believes that the affected PBP Services could harm or otherwise adversely affect PBP Studios’ name or reputation.

PBP Studios, at its sole discretion, may elect to update, reset, or otherwise modify any of the PBP Services (or certain features or aspects of the PBP Services) in order to adjust gameplay or otherwise modify any of the PBP Services. Any such modifications may disable or cause setbacks to your ability to access and use the PBP Services (or the characters, environments, features, or other gameplay elements) that you were originally authorized to access and use pursuant to the Agreement.

You are also advised that PBP Studios may also take actions, as deemed appropriate by PBP Studios, at its sole discretion, regarding your PBP Account without prior notice to you in order to protect you or PBP Studios, including, for example, and without limiting the generality of the foregoing, to prevent unauthorized access to your PBP Account, resetting passwords, suspending or deleting certain content or data from your PBP Account or any of the PBP Services. Your authorization to continue to access and use the PBP Services may also be affected as a result of any actual or suspected violation of PBP Studios’ Rules of Conduct, as described with greater particularity in Section 4, below.

3.2 PBP Studios may also offer certain PBP Services in beta, early access, preview, or other pre-release forms (“Beta Services”). You acknowledge and agree that: (a) Beta Services are provided “as-is” and may contain bugs, errors, or incomplete features; (b) Beta Services may be modified, reset, or discontinued at any time without notice; (c) any progress, Virtual Items, or data associated with Beta Services may be deleted or reset without compensation; (d) Beta Services are subject to additional testing and development and may not function as intended; (e) feedback and data you provide during beta testing may be used by PBP Studios to improve the services; and (f) additional disclaimers of warranties and limitations of liability apply to Beta Services beyond those set forth elsewhere in the Agreement.

3.3 PBP Studios reserves the right to introduce, modify, suspend, or discontinue any monetization features, pricing models, or revenue mechanisms for the PBP Services at any time, including, but not limited to subscriptions, premium memberships, microtransactions, downloadable content, season passes, advertising, sponsorships, and promotional partnerships. You acknowledge that such changes may affect your access to certain features or content, and PBP Studios has no obligation to provide compensation for such changes except as may be required by applicable law.

4. Rules of Conduct

4.1 By indicating your acceptance and agreement that you will comply with all of the provisions of the documents comprising the Agreement, you (and your parent or legal guardian, if applicable) are also indicating and confirming your acceptance and agreement that you will comply with PBP Studios’ Rules of Conduct set forth in this Section 4 (collectively, the “Rules of Conduct”). These Rules of Conduct apply to all your actions and activities whenever you access and use any of the PBP Services. Any violation of these Rules of Conduct is and shall be deemed a violation of the Agreement and may result in the suspension or termination of your PBP Account and may subject you to liability under applicable law. Particular PBP Services may identify additional illustrative examples of these Rules of Conduct that are applicable to your conduct and activities during or otherwise in connection with your access to and use of any of the PBP Services. If you become aware of anything that you believe violates PBP Studios’ Rules of Conduct please contact PBP Studios via email at <hello@playbyplaystudios.com>.

4.2 You Must Be Respectful of Others Whenever You Access and Use any of the PBP Services

Do not engage or participate in any activity that violates the privacy rights of any other individual who accesses and uses the PBP Services, or that puts the privacy or personal security of any other individual at risk
Do not disrupt or otherwise interfere with any other individual’s access to or use of any of the PBP Services
Do not engage or participate in any activity that is abusive, insulting, defamatory, intimidating, threatening, obscene, or otherwise harmful, or that constitutes bullying, harassment or discrimination, to any other individual
Do not engage or participate in any activity that is illegal or otherwise offensive or inappropriate, such as any conduct that promotes hatred against any particular group of individuals based on, for example, race, nationality, religion, gender, sexual orientation, disability, etc.
Do not engage or participate in any activity regarding the sharing or other distribution of any content or other materials that infringes or otherwise violates the intellectual property rights (e.g., copyrighted characters, trademarks, service marks, etc.) or other proprietary rights of any third party or third parties
Do not engage or participate in any activity that misrepresents or could mislead others regarding your identity (e.g., impersonate being an employee or representative of PBP Studios, etc.)

4.3 You Must Play Fairly Whenever You Access and Use any of the PBP Services

Do not engage or participate, or assist any other individual(s) to engage or participate, in any unauthorized activity, such as cheating, unfair gameplay, or otherwise taking advantage of any defect, design error, bug, feature, or code module, that allows the “exploitation” of any of the PBP Services
Do not engage or participate, or assist any other individual(s) to engage or participate, in any activity that is fraudulent, misleading, disruptive, or that abuses any of the PBP Services (e.g., spamming, phishing, uploading malware, or otherwise disrupts or damages any of the hardware or software systems of PBP Studios, or any of PBP Studios’ third-party partners or any other users of any of the PBP Services)
Do not engage or participate, or assist any other individual(s) to engage or participate, in manipulating or otherwise taking advantage of any aspect or portion of any of the PBP Services
Do not use, develop, distribute, or assist others in using any unauthorized third-party software, tools, or services designed to gain an unfair advantage, including but not limited to accuracy enhancement tools, timing assistance software, stat manipulation tools, movement or speed modifications, automation software, bots, exploits, trainers, or any software that modifies game physics, player abilities, or economic systems, or otherwise interferes with the PBP Services. Use of such software will result in immediate permanent account termination and may result in hardware or IP address bans to prevent creation of new accounts.

4.4 You Must Not Misuse or Abuse any of the PBP Services

Do not engage or participate, or assist any other individual(s) to engage or participate, in attempting to circumvent the integrity and security of any of the PBP Services
Do not engage or participate, or assist any other individual(s) to engage or participate, in accessing and scraping any content, data, account information, or copyrighted material
Do not engage or participate, or assist any other individual(s) to engage or participate, in accessing and using any of the PBP Services in connection with training any artificial intelligence system or software, or creating or further developing any machine learning algorithm(s), model(s), system(s), process(es), platform(s), network(s), or software
Do not engage or participate, or assist any other individual(s) to engage or participate, in buying, selling, or “farming” any in-game currency
Do not engage or participate, or assist any other individual(s) to engage or participate, in accessing or using any of the PBP Services in any country in which PBP Studios is prohibited from making the applicable product or service available under applicable export control laws

4.5 You Must Comply with Local Laws When You Access and Use any of the PBP Services

Do not engage or participate, or assist any other individual(s) to engage or participate, in accessing or using any of the PBP Services to promote or to undertake any activity that is illegal, including, but not limited to, promoting, inciting, encouraging, or depicting any act of terrorism, child exploitation, human trafficking, hate speech, threat of violence, act of self-harm, non-consensual sharing of any image(s) or data, distribution of illegal or regulated goods and services, pornography, or content that infringes or otherwise violates the intellectual property rights or other proprietary rights of any third party

4.6 To enforce its Rules of Conduct, PBP Studios may monitor and record your activities when accessing and using any of the PBP Services, and, when it discovers a violation of any then-effective Rules of Conduct, may take a number of enforcement actions, including, but not limited to, issuing warnings, removing inappropriate content, and suspending or terminating, and potentially banning, any applicable accounts. If you believe that you have encountered a violation of any of PBP Studios’ Rules of Conduct, please provide PBP Studios with reasonably detailed information regarding any such unauthorized activities.

4.7 If you or someone using your PBP Account violates PBP Studios’ Rules of Conduct, PBP Studios may send you a warning or take action against you, including suspending or revoking the continuing right to access and use any or all of the PBP Services, and/or terminating your PBP Account (or PBP Accounts) as referenced with greater particularity in Section 6, below, and any and all information of or concerning any infringement or other violation of any third party’s intellectual property rights or other proprietary rights, or that indicates, confirms or otherwise relates to a violation of any applicable law, statute, rule or regulation may be shared and distributed by PBP Studios with the relevant governmental agencies or legal authorities.

4.8 In certain countries, territories, and other jurisdictions consent or specific notice may be required for monitoring or recording of your personal activities and communications, and, accordingly, you hereby provide your express consent and acknowledge that any such required notice such monitoring or recording has been provided to you in connection with the Agreement and, more specifically, by indicating your acceptance and agreement with all of the terms and conditions of the Agreement you are expressly indicating your formal consent for any resulting monitoring and/or recording of your activities and communications whenever you access and use any of the PBP Services.

4.9 PBP Studios reserves all rights to organize, sponsor, broadcast, stream, and monetize competitive events, tournaments, leagues, and other organized play involving any of the PBP Services (each a “Competitive Event” and, collectively, the “Competitive Events”). You acknowledge and agree that: (a) participation in any Competitive Event is subject to additional rules and eligibility requirements; (b) PBP Studios owns all rights to broadcast, stream, record, and distribute footage of Competitive Events; (c) by participating in any Competitive Event, you grant PBP Studios the right to use your name, likeness, and gameplay for promotional purposes related to such event; (d) PBP Studios may restrict or prohibit certain players from competitive play at its sole discretion; and (e) prize distributions, if any, are subject to applicable laws, including, but, not limited to, tax obligations, and additional terms and conditions may also be applicable to any Competitive Event.

5. The Game and Other PBP Services

5.1 This Section applies to PBP Studios’ games and related game subscriptions, including, but not limited to, PBP Studios’ flagship game known as NBA THE RUN™, and other PBP Services

5.2 PBP Studios uses proprietary security software and related processes, methods, and technologies developed by PBP Studios and/or third-party business partners (as applicable) that are designed and intended to prevent unauthorized copying and use of PBP Studios’ interactive entertainment products and other PBP Services. Tampering with, disabling, or seeking to circumvent any of the integrity and security software, processes, methods and technologies used by PBP Studios or its third-party business partners in connection with any of the PBP Services may result in the loss of authorized access to and use of PBP Studios’ games and the termination of the limited license granted to you pursuant to Section 2, above, and the termination of your PBP Account.

5.3 PBP Studios also uses proprietary software and related methods, processes, and technologies developed by PBP Studios and/or third-party business partners (as applicable) that are designed and intended to detect violations of the Rules of Conduct referenced in Section 4, above, including, but not limited to, activities that can be characterized as “hacking” or “cheating” that involve any of the PBP Services, including, for example, and not as a limitation on the generality of the foregoing, any unauthorized third-party “add-on”, “cheat”, “hack”, or “mod” that enables or facilitates (a) the collection of information from or by means of the associated game, (b) any modification of the user interface, environments, and/or gameplay experience in any manner that has not been expressly authorized by PBP Studios, or (c) any “cheating” or other unfair gameplay experience of any kind or nature. PBP Studios’ proprietary software and related methods, processes, and technologies collect and send information and data from your computing device(s) to PBP Studios for processing and analysis.

5.4 PBP Studios may collect relevant information and data of or concerning the device(s) that you use to access and use any of the PBP Services and regarding your gameplay activities when accessing and using the PBP Services. Such information and data may be retained and may be used by PBP Studios as part of its investigatory and enforcement activities, and such information and data may be shared with applicable governmental agencies and legal authorities, including, but not limited to, personally identifiable information and/or personal data regarding your PBP Account.

5.5 In addition to the monitoring described above, PBP Studios uses reasonably sophisticated anti-cheat detection processes and systems. If you are detected using unauthorized software or engaging in any prohibited activity: (a) your PBP Account will be immediately suspended or permanently terminated; (b) PBP Studios may ban your hardware identifiers, IP address, or other device identifiers to prevent you from creating a new account; (c) no appeal process is guaranteed, though PBP Studios may, in its sole discretion, review suspensions or terminations; and (d) you shall forfeit any Virtual Items, gameplay progress, and/or subscription time without further notice or any compensation.

6. Termination and Other Sanctions

6.1 This Agreement shall remain in effect until it is terminated by you or by PBP Studios. If you violate or are otherwise in breach of any of the documents comprising the Agreement or any applicable law, statute, ordinance, treaty, directive, rule or regulation, including, but not limited to, any fraudulent, illegal, or other unauthorized use of your PBP Account or of any of the PBP Services, PBP Studios, at its sole discretion, may elect to suspend or may terminate your right to continue to access and use any or all of the PBP Services, and may elect to terminate your PBP Account, without prior notice and without any refund or other compensation of any kind or nature.

6.2 If you elect to terminate the Agreement and cancel any related subscription agreement, you shall no longer be authorized to access and use the PBP Services and you must, commencing on the effective date of termination, cease accessing and/or using, directly or indirectly, the PBP Services. Any termination of the Agreement (whether by you or by PBP Studios) shall also terminate your PBP Account, and any termination of your PBP Account shall also terminate the effectiveness of the Agreement between you and PBP Studios. If you have more than one PBP Account, PBP Studios may elect, at its sole discretion, to terminate all of your PBP Accounts (as deemed appropriate by PBP Studios after review of the type of violation or unauthorized conduct). The termination of your PBP Account (or PBP Accounts) will result in you losing access to, and, in accordance with PBP Studios’ policies regarding operation and administration of the PBP Services, will foreseeably result in the deletion and removal of your username, as well as any “experience”, “persona”, Virtual Items, game-related attributes, game-related currency, and any and all other content, references, and/or indicia of or concerning you and, as applicable, your activities in connection with or otherwise relating to the PBP Services.

6.3 At its option and sole discretion, PBP Studios may, alternatively, issue you a warning notice, or may elect to suspend your license that authorizes you to access and use your PBP Account and the PBP Services, revoke you PBP Account, quarantine or delete any content which, in PBP Studios’ opinion, violates any of the documents comprising the Agreement, and/or prevent or otherwise restrict device(s)used to access your PBP Account and/or any of the PBP Services.

6.4 At any time and from time to time, PBP Studios, at its sole discretion, may suspend or terminate any particular game (or any particular feature or functionality that was previously incorporated in any particular game) that is part of the PBP Services by giving thirty days’ prior notice, which may be provided (a) on the landing page or “service updates” page of the affected PBP Service; or (b) via email. After any termination of any of the PBP Services, no software updates will be provided and, accordingly, you hereby acknowledge and irrevocably agree that there is no representation or guarantee that any affected game or other product or service comprising the PBP Services will continue to operate as intended on any new or updated operating systems, or become or remain available from any app store (e.g., Apple App Store, Google Play Store, etc.).

6.5 Notwithstanding anything to the contrary contained herein, the provisions of Sections 2.4, 2.5, 2.6, 6.5, 7, 9, 10, and 11 of PBP Studios’ Terms of Use shall survive termination of the Agreement for any reason.

7. Use of Data

7.1 As publisher of the state-of-the-art games that are part of the PBP Services, PBP Studios collects certain information when you choose to play PBP Studios’ games (whether your gameplay is online or offline) in order to improve the applicable game, to improve PBP Studios’ other products and services, to enforce the provisions of the documents comprising the Agreement and any applicable rules and restrictions, to provide requested services and communicate with you, to provide software updates, and to better manage PBP Studios’ existing and planned business activities. The types of information that PBP Studios collects, and how such information is used by PBP Studios and by third party service providers, is more specifically referenced in PBP Studios’ Privacy Policy, which can be accessed and read at <playbyplaystudios.com>.

7.2 When you access and use any of the PBP Services, PBP Studios may collect and store information and data from your computing device, including, but not limited to, information about your hardware device, operating system (e.g., IP Address, device ID, etc.), installed software, peripheral devices, information about your PBP Services usage, gameplay activities, usage statistics, system interactions. If you play any of the PBP Services offline, such data may be stored on your device and then be transmitted to PBP Studios when your device connects to the Internet. PBP Studios uses this information to improve the applicable game, to improve PBP Studios’ other products and services, to enforce the Agreement and any applicable rules and restrictions, to provide requested services and communicate with you (including for marketing purposes), provide software updates, dynamically serve content and software support, and address bugs and for quality control, and/or to otherwise enhance your experiences when accessing using any of the PBP Services. If you participate in any of the PBP services that are offered and made available via the internet, PBP Studios may collect, store, publicly display, transmit, distribute, and otherwise use information, including, but not limited to, statistical data of or concerning your game play (including activities, scores, experience, rankings, accomplishments, etc.) and any content materials (if and to the extent applicable) created by you (whether alone or in collaboration with other players).

7.3 Please be advised that you can manage the collection of certain information from within the “Settings” tab of PBP Studios’ NBA THE RUN™ consumer game application (or within the “settings” tab of the other products or services that are included in the relevant PBP Services).

8. Additional Software, Tools, and Utilities

8.1 At any time or from time to time, PBP Studios, at its sole discretion, may elect to update or otherwise modify PBP Studios’ NBA THE RUN™ game application or any of the other products or services that PBP Studios makes available as part of the PBP Services. In the event of any such software update or modification, new software may be necessary in order to continue to access and use the affected game or applicable PBP Services. The failure to install any available software update may result in you no longer being able to access and use the affected PBP Services. You hereby consent and irrevocably agree that PBP Studios, at its option and sole discretion, may make appropriate arrangements to automatically install available software updates regarding any of the PBP Services.

8.2 The PBP Services may require and in certain circumstances allow you to download and install on your computing device proprietary software, software updates, gameplay enhancements, bug fixes, patches, and other tools and utilities that are made available by PBP Studios or third-party licensors and that are necessary to continue to access and use the affected PBP Services. Such downloaded software, tools and utilities may be different on different gaming platforms, and the compatibility and performance of the PBP Services may vary depending on your computing device(s), game system(s), and internet service provider(s).

9. Third-Party Websites

9.1 Some of the PBP Services may provide you with the opportunity to access and use products or services that are part of the PBP Services on third-party servers that are not owned or controlled by PBP Studios. Your decision to access and use any of the services offered by any such third-party service providers may subject you to additional or different terms and conditions, including, but not limited to, separate terms of use, terms of service, privacy policies, etc., that have been adopted and implemented by any such third parties (as applicable). Because PBP Studios does not control the owners or the services offered by any such third party or third parties, PBP Studios does not provide any representations or warranties regarding any such third parties or third-party services, and PBP Studios is not and shall not have any responsibility or liability regarding your decision to access and use any of the PBP Services by means of any such third party’s services. As between you and PBP Studios, you are solely responsible for your access to and use of any third-party servers and/or other services that are offered by any third-party service providers.

9.2 The PBP Services may include hyperlinks to third-party websites that may solicit personal information from you and that may collect such information and data of or concerning you, your computing device(s), and your activities when accessing and using any such third-party websites. Because PBP Studios does not control the owners or the services offered by any such third-party websites, PBP Studios does not provide any representations or warranties regarding any such third parties or third-party websites, and PBP Studios is not and shall not have any responsibility or liability regarding such websites, their content, or any such third party’s collection, storage, sharing, distribution, or use of any of your personal information.

10. Warranties; Limitation of Liability

10.1 THE PBP SERVICES ARE LICENSED TO YOU AND ARE BEING PROVIDED BY PBP STUDIOS “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, AND YOUR DECISION TO ACCESS AND TO USE THE PBP SERVICES IS ENTIRELY AT YOUR OWN RISK AND EXPENSE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, PBP STUDIOS HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF EVERY KIND OR NATURE (WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF ANY THIRD-PARTY RIGHTS, AND WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR PRACTICE, AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION.

10.2 PBP STUDIOS DOES NOT PROVIDE ANY WARRANTY OR ANY FORM OF GUARANTEE THAT YOUR ACCESS TO AND USE OF THE PBP SERVICES WILL BE UNINTERRUPTED OR WILL BE FREE FROM BUGS, CODING ERRORS, HACKING, INTERFERENCE, INTERRUPTION, LOSS, MALWARE, OR VIRUSES; OR THAT THE PBP SERVICES WILL MEET YOUR REQUIREMENTS; OR THAT THE PBP SERVICES WILL CONTINUE TO BE ACCESSIBLE AND USABLE FOR ANY PARTICULAR PERIOD OF TIME.

10.3 TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, PBP STUDIOS AND ITS AFFILIATES (AND ITS/THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND REPRESENTATIVES) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, ANY BREACH HEREUNDER OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LLIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF PBP STUDIOS HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES, AND REGARDLESS OR WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, AND YOU HEREBY WAIVE AND IRREVOCABLY AGREE TO WAIVE ANY RIGHT TO RECOVER ANY SUCH LOSS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST REVENUES OR LOST PROFITS, COSTS OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION OR STOPPAGE, LOSS OF DATA, LOSS OF GOODWILL, AND THE FAILURE OR MALFUNCTION OF ANY COMPUTING DEVICES, GAME SYSTEMS AND/OR RELATED SOFTWARE. YOU FURTHER ACKNOWLEDGE AND IRREVOCABLY AGREE THAT YOU ARE ONLY ENTITLED TO RECOVER DIRECT DAMAGES IN AN AMOUNT NO GREATER THAN THE MONETARY AMOUNT THAT YOU ACTUALLY PAID FOR THE LIMITED LICENSE RIGHTS TO ACCESS AND USE THE PBP SERVICES. THE PRECEDING LIMITATION OF LIABILITY DOES NOT LIMIT PBP STUDIOS’ POTENTIAL LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR FOR DEATH OR PERSONAL INJURY.

10.4 SOME JURISDICTIONS DO NOT ALLOW THE ABOVE-REFERENCED DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THEM MAY NOT APPLY TO YOU.

11. General Terms

11.1 Independent Contractors. Both you and PBP Studios shall be operating as independent contractors in fulfilling any and all obligations hereunder. Nothing contained in the Agreement shall in any way constitute an association, partnership, or joint venture between you and PBP Studios, or be construed to evidence the intention to establish any such relationship between you and PBP Studios.

11.2 Export Controls

(a) You acknowledge and agree that you are subject to and that you must comply with all export control laws and regulations of the United States and you covenant and agree that you will not, directly or indirectly, export, re-export or otherwise transfer, or cause to be exported, re-exported or otherwise transferred, any of the PBP Services to any foreign national, or foreign destination, that is prohibited or restricted under U.S. law, including, but not limited to, any U.S. Government embargoed or sanctioned countries or entities, without the prior consent of the U.S. Department of Commerce (or other applicable agency of the U.S. Government (either in writing or as provided by applicable regulation, as may be amended from time to time).

(b) You covenant and agree that you are not a person with whom PBP Studios is prohibited from doing business under the applicable export control laws.

(c) You further acknowledge and agree that the export control requirements referenced herein are expressly intended to shall survive any termination of the Agreement.

11.3 Modifications of the Agreement

(a) PBP Studios reserves the right to add to, delete from, and otherwise modify the Agreement at any time and from time to time, and such modifications shall be effective upon PBP Studios’ posting of an updated version of the Agreement at <playbyplaystudios.com> or by means of the PBP Services.

(b) PBP Studios encourages you to regularly review PBP Studios’ Terms and Use and the other documents that comprise the Agreement, as your continued use of any of the PBP Services after the effective date of any such change indicates your acceptance and confirms your agreement to comply with any and all changes that are adopted by PBP Studios, at its sole discretion. If you are unwilling to accept and/or do not agree with any changes or other modifications to the Agreement, you are no longer authorized to access and use the PBP Services and you must cease using, directly or indirectly, the PBP Services.

11.4 Waivers. No failure or delay in exercising any right, power, or remedy under the Agreement, or to require the performance of any term or condition hereof, shall be construed or operate as a waiver of any such right, power, remedy, term, or condition. No waiver of any provision of the Agreement shall be effective unless made in writing and signed by the particular party against whom such waiver is sought to be enforced. Any waiver of any particular provision of the Agreement shall not be construed as a waiver of any other provision of the Agreement, nor shall such waiver operate as or be construed as a waiver of such provision respecting any future event or circumstance.

11.5 Governing Law

(a) This Agreement and your use of the PBP Services shall be governed by, interpreted, and enforced in accordance with the laws of the State of California (excluding its rules regarding conflicts of law).

(b) You expressly acknowledge and irrevocably agree that any action or proceeding brought to interpret or enforce any of the provisions of the Agreement or to adjudicate any dispute arising out of the Agreement, that is not subject to the arbitration agreement set forth in Section 11.6, below, shall be solely and exclusively initiated in any federal or state court of competent jurisdiction that is located in San Mateo County, California, and you hereby consent and irrevocably waive any and all objections and submit yourself to the exclusive jurisdiction and venue of such courts for purposes of any such action or proceeding.

(c) The U.N. Convention on Contracts for the International Sale of Goods shall not apply to the Agreement or to any dispute arising out of or otherwise relating to the Agreement.

11.6 Binding Arbitration

(a) TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THIS SECTION 11.6 SHALL APPLY TO ALL INDIVIDUALS WHO HAVE ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HEREBY EXPRESSLY WAIVE AND IRREVOCABLY AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY. YOU COVENANT AND AGREE TO RESOLVE ANY DISPUTES, CLAIMS, OR CONTROVERSIES THAT RELATE IN ANY MANNER TO THIS AGREEMENT OR TO ANY OF THE PBP SERVICES OR TO THE RELATIONSHIP BETWEEN YOU AND PBP STUDIOS (COLLECTIVELY, “DISPUTES”) BY SUBMITTING ANY SUCH DISPUTE TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND YOU HEREBY IRREVOCABLY WAIVE THE RIGHT TO PARTICIPATE AS A CLASS MEMBER OR AS A CLASS REPRESENTATIVE OR AS PART OF A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

(b) Notwithstanding the foregoing, certain types of Disputes are not subject to binding arbitration pursuant to this Section 11.6, including (i) claims regarding the validity, infringement, or enforcement of intellectual property rights, such as copyrights, trademarks, trade secrets, or patent rights; (ii) claims brought in a small claims court of competent jurisdiction; and (iii) disputes that arise as a result of the class action waiver (set forth with greater particularity in Subsection (h), below, of this Section 11.6), including, but not limited to, a claim that the referenced class action waiver is invalid, illegal, or otherwise unenforceable under applicable law.

(c) Before submitting any particular Dispute to arbitration, you and PBP Studios shall first attempt to resolve such Dispute by means of good faith negotiations. To initiate such negotiations, you must provide a written notice to PBP Studios that provides reasonable details regarding the Dispute (the “Notice of Dispute”) to: Play By Play Studios Inc., 1201 North Orange Street, Suite 600, Wilmington, DE 19801, Attn: Legal Dept., that includes: (i) your name, telephone number, mailing address, and the email address associated with your PBP Account; (ii) a reasonably detailed description of the Dispute; (iii) your claim(s), including any monetary amount you are claiming; and (iv) your personal signature. Similarly, if PBP Studios has a Dispute with you, PBP Studios will send a Notice of Dispute to the email address associated with your PBP Account.

(d) You covenant and agree that you will participate in good faith negotiations with PBP Studios for at least sixty (60) days after the date on which the Notice of Dispute is received by the intended recipient (or such other period as may be mutually agreed by you and PBP Studios).

(e) No petition or demand for arbitration shall be filed by either you or PBP Studios until the expiration of the 60-day period for good faith negotiations (or such other period as may be mutually-agreed by you and PBP Studios).

(f) You acknowledge and agree that the arbitrator(s) are entitled to dismiss any petition or demand for arbitration that may be filed without complying with the procedural requirements referenced hereinabove, and if any requested arbitration proceeding is so dismissed, the arbitrator(s) may order you to pay any arbitration filing fees and related costs that may be incurred by PBP Studios. For the avoidance of doubt, any deadlines for submitting filing fees, as well as any applicable statute of limitations, shall be tolled while you and PBP Studios engage in good faith negotiations in an effort to amicably resolve any such Dispute.

(g) If you and PBP Studios are unable to amicably resolve a Dispute by means of good faith negotiations, either you or PBP Studios may elect to have the Dispute resolved by final and binding arbitration (subject to compliance with the above-referenced informal dispute resolution procedures). The arbitration proceeding shall be administered by the American Arbitration Association (the “AAA”) and in accordance with the AAA’s Consumer Arbitration Rules (the “AAA Consumer Rules”) and, if applicable, the AAA’s Mass Supplementary Arbitration Rules (the “AAA MSA Rules”), subject to the following:

(1) The applicable arbitration fees and costs shall be as set forth in the AAA Consumer Rules or the AAA MSA Rules (if applicable), unless otherwise expressly referenced in this Section 11.6;

(2) The arbitrator(s) are and shall be required to follow applicable law, and the decision of the arbitrator(s) and award of damages (if and to the extent applicable) shall be subject to challenge if applicable law is not followed;

(3) The arbitrator(s) shall provide his/her/its decision in writing, which will include the findings and conclusions on which such decision is based;

(4) The arbitrator(s) are and shall be authorized to issue any relief allowed by applicable law; provided, however, the arbitrator(s) shall have no authority to issue any relief that is not awarded on an individual basis;

(5) The arbitrator(s) may award declaratory or injunctive relief only in favor of the actual party seeking relief and only to the extent necessary to provide such relief as is warranted by such party’s individual claim(s); and

(6) In the event that the claims relating to any particular Dispute do not exceed $25,000.00, in the aggregate, the arbitration will be conducted solely on the basis of written submissions, unless the arbitrator(s) decide that an actual hearing is necessary (e.g., to provide either party with a fair and reasonable opportunity to present its claims or defenses, etc.);

(h) You acknowledge and agree that any and all Disputes shall be resolved only by means of final and binding arbitration on an individual basis. You hereby expressly waive, and irrevocably agree to waive (i) the right to have any Dispute arbitrated or otherwise resolved as a class action, or as a collective, consolidated or representative action, and no arbitrator(s) nor arbitration service shall have the authority to arbitrate or otherwise resolve any class action, or any collective, consolidated or representative action, or to award relief to anyone other than you and/or PBP Studios (as applicable); and (ii) the right to obtain any relief that is not specifically awarded on an individual basis.

(i) You and PBP Studios are each freely entitled to initiate legal proceedings in a court of competent jurisdiction to compel arbitration, to stay any legal proceeding pending arbitration, or to modify, vacate, confirm, or enter judgment on the award entered by the arbitrator(s).

(j) If you live in the United States, arbitration will take place in the county in which you reside. For residents outside the United States, arbitration shall be initiated in the County of San Mateo, State of California, United States of America, so that an arbitrator familiar with California law can be appointed, and if the arbitrator determines that the proceedings will take place in person instead of by electronic or telephonic means, the arbitrator will select a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. You hereby consent and irrevocably agree to submit to the personal jurisdiction of the courts located in the County of San Mateo, State of California, United States of America to compel arbitration, to stay any legal proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator(s).

(k) This Section 11.6 sets forth the agreement between you and PBP Studios to arbitrate Disputes and confirms the existence of an interstate commercial transaction between you and PBP Studios, and, accordingly, the Federal Arbitration Act governs the validity, interpretation and enforcement of this Section 11.6, as well as any arbitration proceeding that may be initiated by either you or PBP Studios pursuant to this Section. To the maximum extent permitted under applicable law, the provisions of this Section 11.6 shall be interpreted broadly and shall survive the termination of the Agreement for any reason.

11.7 Indemnification. You agree to indemnify, defend, and hold harmless PBP Studios, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, demands, damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use or misuse of the PBP Services; (b) your violation of the Agreement or any applicable law; (c) your violation of any rights of any third party; or (d) any content you submit, post, or transmit through the PBP Services.

11.8 Force Majeure. PBP Studios shall not be liable for any delay, interruption, or failure in the performance of its obligations under the Agreement when such delay, interruption, or failure results from causes beyond PBP Studios’ reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions or regulations, labor disputes, cyberattacks, internet service provider failures, power outages, or failures of third-party services or infrastructure. In such events, PBP Studios’ performance obligations shall be suspended for the duration of the force majeure event.

11.9 No Assignment. You are not authorized to assign or otherwise transfer the Agreement (in whole or in part) or assign or sublicense any of your rights hereunder, nor to delegate any of your obligations hereunder, to any third party without the prior written consent of PBP Studios. Any attempted or purported assignment, transfer, sublicense, or delegation by you without any PBP Studios’ required consent having first been obtained shall be null and void, and shall constitute a material breach of the Agreement. Nothing in the Agreement restricts or prevents, or shall be construed to restrict or prevent, PBP Studios from assigning or otherwise transferring the Agreement (in whole or in part) to any of its affiliates or to any third party that acquires all or substantially all of PBP Studios’ rights and interests in and respect to the PBP Services.

11.10 Severability. If any provision of the Agreement (or part thereof) is determined by a court of competent jurisdiction to be void, invalid or otherwise unenforceable, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from the Agreement, while the remainder of the Agreement shall continue in full force and remain in effect according to its stated terms and conditions.

11.11 Integration. This Agreement, sets out the entire understanding and agreement between you and PBP Studios regarding the subject matters hereof, and supersedes and replaces any and all prior and contemporaneous communications and understandings regarding such subject matters.

11.12 Notices. All notices, requests, demands, and other communications required or permitted under the Agreement shall be in writing. Notices to PBP Studios must be sent to: Play By Play Studios Inc., 1201 N. Orange Street, Suite 600, Wilmington, DE 19801, Attn: Legal Department. For legal disputes, arbitration demands, and termination notices, delivery must be by certified mail, return receipt requested. Other non-legal communications may be sent via email to <hello@playbyplaystudios.com>. Notices to you will be sent to the email address associated with your PBP Account or posted within the PBP Services. Notices shall be deemed received: (a) when delivered personally; (b) one (1) business day after being sent by email (with confirmation of delivery) for notices from PBP Studios to you; (c) three (3) business days after being sent by certified mail, return receipt requested; or (d) immediately upon posting within the PBP Services for general notices to all users.

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