Terms of Use Scoreloop

Scope

1. These Terms of Service apply to the use of Scoreloop, a service of Scoreloop AG, Landsbergerstr. 110, 80339 Munich.

2. For this business relationship between Scoreloop AG and the User, exclusively the following Terms of Service apply in the version which is valid at the time of conclusion of the contract. Scoreloop AG does not recognize any conditions of the User which deviate from these, unless it has expressly agreed to their validity.

3. Scoreloop AG can change these Terms of Service at a later date. In such a case, Scoreloop AG will announce the changed conditions and point out the changes clearly. If the User does not agree with these changes, he can object to them within six weeks after receipt of the notification of changes. If no objection has been raised in this time, the changes will be considered to be approved. If the User objects during this period of time, the original contractual conditions continue to apply, whereby Scoreloop AG has a right to termination according to number 10.2. Scoreloop will draw particular attention to the right to objection, the importance of user behavior and the resulting legal consequences in the notification.

Specification of service

1. The User can play against and challenge real opponents after registering for games equipped with Scoreloop on appropriate terminals. The User can also see an overview of games equipped with Scoreloop functionality as well as associated scoreboards, duels and profiles of other Users, maintain and publish his/her own profile data, maintain a list of friends, and acquire Scoreloop game points (called “coin(s)”).

   When the contract on the user account has been concluded, the account is unlocked for the user and stored. There, the User can view details on his playing, coins and credit. In addition to this, the User needs the client account to collect and activate free coins and to acquire or unlock more coins.

2. In order to play against real players, the User must stake coins, but at least the minimum number set by Scoreloop before each duel, which is a function of the number of coins held by the User. To accept a duel, at least one other user must stake the same number of coins for the same game, as the User opening the duel. After the User has ended the game, Scoreloop determines the winner according to the respective scores. The winner is the user with the highest number of points. The winner receives 75 % of all coins staked for this duel. The loser receives no coins. The remaining 25% of the coins are kept back by Scoreloop AG.

   The User receives coins either from Scoreloop AG or from his/her partners. Scoreloop AG makes coins available to the User free of charge, in an amount determined by Scoreloop, e.g. after acquisition of a game equipped with Scoreloop and after activating the user account. However, no obligation to grant free coins stems from this. Neither does the granting of these coins constitute a purchasing obligation or a subscription for the user. He/she is free to acquire more coins in accordance with these terms and conditions.

3. For further details, see www.scoreloop.com.

Conclusion of the Contract

1. For the registration and use of Scoreloop (user account)

   1. The User can register with Scoreloop directly from a game equipped with Scoreloop functionality, either by activating the buttons present in the game or by invitation from Scoreloop.

   2. At registration the User can choose his/her player names or have one assigned by Scoreloop. Identification is done by means of these player names in combination with a unique identification number saved on User's mobile device. The User has the obligation to adequately protect the device with which he/she uses the Scoreloop functionality from unauthorized access by third parties. Scoreloop AG reserves the right to prohibit subsequent change of the player's name.

   3. The User has the obligation not to register with Scoreloop more than once, independently of the number of devices which he/she employs to use the Scoreloop functionality.

   4. In the case of incomplete or incorrect data, Scoreloop AG reserves the right to delete the relevant user account.

   5. When registration is completed by clicking on the login button, the user makes a binding offer to Scoreloop AG to conclude a contract on the establishment of a user account.

   6. Acceptance:

      Acceptance by Scoreloop AG is carried out by activating the account and displaying a confirmation. If the User gave his/her email address at registration, Scoreloop sends him/her a confirmation email to the email address given, which asks him to confirm this email address through one of the links included in the email. Scoreloop AG does not activate the user account until this link is called up.

2. For acquisition of coins through Scoreloop AG

   1. As soon as Scoreloop AG offers this function, coins can be acquired through Scoreloop and/or the website of Scoreloop AG.

   2. Conclusion of the contract on acquiring coins through Scoreloop AG takes place as follows:

   3. The User can buy coins on the website www.scoreloop.com as a registered user. For this purpose he selects one of the packages offered at the indicated price. Next, the User chooses the desired means of payment. Scoreloop AG then shows the User the number of coins which he/she will receive under these conditions. If the User is buying from Scoreloop AG for the first time, he/she must then give his/her billing address and payment data. Finally, Scoreloop AG summarizes the order. Clicking on the acceptance button constitutes a binding offer from the User to Scoreloop to conclude a contract concerning the chosen coins package under the conditions submitted with the order.

      Scoreloop AG then sends the User an automatic order confirmation by email, in which the User's order is listed and which the User can print by means of the “print” function. The automatic acknowledgment of receipt only serves to document that the User's order has been received by the provider, and does not constitute acceptance of the application.

      The contract is not created until issuance of the declaration of acceptance by Scoreloop AG, which is sent in a separate email. However, the declaration of acceptance can also be combined with the order confirmation. In this case, Scoreloop AG only sends one email.

      If Scoreloop AG was able to charge the desired amount from the User's payment method, Scoreloop AG then credits the user account with the number of coins which was purchased.

3. Acquisition of coins through third parties (especially App Store):

   The User can acquire coins from third parties, especially if he/she acquires programs equipped with Scoreloop for his/her mobile device from third parties (e.g. in the App-Store http://www.apple.com/iphone/appstore/ or http://www.apple.com/ipodtouch/appstore/). Then a contract is created between the User and the service provider, concerning acquisition of the coins according to the applicable conditions. As soon as Scoreloop AG is notified of conclusion of the contract and, if necessary, of the payment, the User is credited with the coins which have been acquired.

Requirements for user / age verification

1. Scoreloop is in principle available to natural persons who are 13 years or more of age. Scoreloop AG retains the right to make certain services dependent upon a greater user age.

2. In addition, the User needs an internet-enabled end device which is suited for games equipped with Scoreloop and for an internet connection.

3. To comply with the protection of minors, Scoreloop AG reserves the right to carry out an age verification procedure. Age verification can be done through a consistency test on the basis of the data given by the User, or it may make the submission of documents necessary.

No winnings distribution; dishonest behavior

1. Scoreloop does not transmit winnings to the Users in money. In particular, the Users have no claim to payment of the value incorporated in the coins or any other winnings. Stipulations in these Terms of Service which deviate from this remain unaffected hereby.

2. In particular, there is no claim for crediting of coins if Scoreloop AG determines that the possible claim could have occurred as a result of technical or legal manipulations and/or because of any relevant criminal manipulation in general. The User declares that he/she agrees that Scoreloop AG can at any time request or carry out an extensive review in regard to the legitimacy of a claim and can refuse to credit the coins until the completion of the review. The claim is also forfeited by breach of the playing rules. In the case of doubt, the burden of proof lies with the User; the User must demonstrate that he/she has behaved in conformity with these terms and conditions, the legal regulations and the playing rules. The User knows of the imposition of the burden of proof and expressly acknowledges it, even if this may not legally be the case.

Payment modalities

1. Various ways of paying are available to the User.

2. If Scoreloop AG incurs back-charges by the fault of the User or because of insufficient funds of the User and/or if Scoreloop AG incurs cancellation fees due to subsequent cancellation of debits, the User bears the costs resulting therefrom. Scoreloop AG has the right to demand payment of these costs together with the original compensation by means of repeated debits from the User's account. If payment of compensation occurs via debit or credit cards and there are back-charges, Scoreloop AG calculates a processing fee in the amount of 9.60 Euro per debit/credit card use in addition to the bank fees incurred by Scoreloop AG. In any case the User is free to demonstrate that a loss did not occur or is significantly smaller.

3. Scoreloop AG has the right to block access to the online game functions, for as long as a User is in payment arrears.

Game abandoned

1. In order to prevent abusive behavior on the part of the User, in the case of abandonment of a game, the User considered to have lost is the one responsible for abandonment of the game according to the determinations of Scoreloop AG. In particular, a game is considered to be lost if a player prematurely terminates the game. The reasons for terminating the game are irrelevant in this respect. These reasons also especially include a loss of data connection.

Instructions for Revocation

1. The User can revoke his/her contractual declaration within two weeks in text form without giving reasons in (e. g. letter, fax, email). The notice period begins after receipt of these instructions in text form, not, however, before the conclusion of the contract and also not before the fulfillment of our information obligations according to § 312c, paragraph 2 of the BGB [Burgerliches Gesetzbuch (German Civil Code)] in conjunction with § 1, para. 1, 2 and 4 BGB-InfoV and not before fulfillment of our obligations according to § 312e para. 1, clause 1 of the BGB in conjunction with § 3 of the BGB-InfoV. The timely sending of the revocation is sufficient to comply with the revocation period. The revocation must be directed to:

   Scoreloop AG,
   Landsbergerstr. 110,
   80339 München,
   Tel: +49 89 5404255 85,
   Fax: +49 89 5404255 99,
   revocation (at) scoreloop.com

2. Revocation Consequences:

   In the event of a successful revocation, the services received on both sides are to be returned and any possible benefits received (e. g. interest) are to be disclosed. If the User cannot fully or partially return the services received to Scoreloop AG, or can return them only in a deteriorated condition, he/she must provide Scoreloop AG with compensation if necessary and to this degree. Obligations for the reimbursement of payments must be fulfilled within 30 days. The period begins for the User with the sending of a declaration of revocation, for Scoreloop AG with its receipt.

3. Note:

   The right of revocation for a service expires prematurely if Scoreloop AG has begun implementing the service with the express consent of the User before the end of the revocation period, or if the User has caused this him/herself.

Duration of contract / Termination / Deletion of account / Expiration of coins

1. The contracts between the User and Scoreloop AG are concluded for an indefinite time, insofar as nothing else is stipulated for the specific Scoreloop AG service.

2. Ordinary termination

   1. The User can terminate an inactive user account (no coins loaded or all coins expired) at any time in writing or via mail to notice@scoreloop.com.

   2. Scoreloop AG can terminate an inactive account in an orderly fashion at any time by notifying the User thereof, if no use has taken place for longer than 6 months, otherwise with a notice period of three months.

   3. The User can terminate an active User account (there are still unused non-expired coins available) with a notice period of three months in an orderly fashion in writing or by mail to notice@scoreloop.com. Until the termination of the contract (expiration of the notice period), coins which have not been used are forfeited at the end of the contract in the case of an orderly termination by the User; the coins cannot be refunded. The User thereby waives his/her right to use those coins for games with a Scoreloop system.

   4. Scoreloop AG can terminate an active User account with a notification period of three months in an ordinary manner by informing the User of this. In the case of an ordinary termination by Scoreloop AG, the User receives a refund of the value of his/her still-active coins.

   5. No indication of reasons is necessary for an ordinary termination.

3. Termination for exceptional reasons

   1. The right of both parties to termination for significant reasons remains unaffected thereby. A significant reason is especially present for Scoreloop AG, if the User

      • violates these Terms of Service significantly or several times, especially if the User objects to the behavior obligations in number 13 or makes untruthful statements concerning his/her person.

      • is in arrears in payment of compensation in the amount of at least 5 euro (or the corresponding value in other currencies at the time of the termination) and does not pay it in spite of two warnings (also by email)

      • the User culpably violates laws, the playing rules and/or use rules for Scoreloop and does not cease the violation in spite of a warning; in the case of severe violation, a warning is not necessary if it is not reasonable for Scoreloop AG to comply with the contract.

      • the User has not used his/her account for four weeks and in spite of a warning

   2. In the case of successful termination, the user account is deleted. Coins which are still present must be used up within three (3) months.

   3. If Scoreloop AG has to represent the reasons for the termination for exceptional reasons, the User is refunded the value of his/her coins which are still active.

4. Without prejudice to other stipulations, in the case of termination of a user account, Scoreloop AG will delete this within two months after termination, insofar as Scoreloop AG does not need it for outstanding contract execution.

5. Coins of the User which are acquired with or without payment from Scoreloop AG or third parties (including other Users) expire at the latest three years after their acquisition (statutory limitation period) and can then no longer be staked.

Guarantee

1. Scoreloop AG endeavors to make Scoreloop available to all Users 24 hours a day and 7 days a week. However, temporary interruptions of operation because of routine maintenance, disorders of the internet which are inherent to the system with strange providers or with strange grid operators as well as cases of force majeure, are always possible. The User therefore has no claim to continuous access to Scoreloop at all times. No specific availability is owed.

2. In the mobile communications and internet sector, trouble-free provision of service is not possible. Scoreloop AG does not guarantee constant availability of its technical systems or freedom from data transmission errors.

Liability

1. Scoreloop AG is fully liable in accordance with statutory provisions for losses to the User which are caused by intentional or grossly negligent behavior of Scoreloop AG or its agents. The same applies to personal injury and losses under the Product Liability Act.

2. Otherwise, the liability of Scoreloop AG for claims for damage - for whatever legal reason - is limited in accordance with the following conditions, insofar as nothing else is implied by one of the guarantees taken over by Scoreloop AG.

   1. For damages caused by slight negligence, Scoreloop AG is only liable insofar as they cause damage to contractual obligations (cardinal obligations). Cardinal obligations are those contractual obligations which must be fulfilled in order to ensure orderly implementation of the contract and in whose observance the User should be able to trust. Insofar as Scoreloop AG is responsible for simple negligence hereafter, the liability of Scoreloop AG is limited to the typically foreseeable losses.

   2. Liability of Scoreloop AG for loss of data and/or programs negligently caused by Scoreloop AG is limited to typical recovery expenses which would have been incurred by the User in the case of regular and, in the circumstances, appropriate data protection.

3. The above liability limitations also apply to agents of Scoreloop AG.

4. The conditions of the above paragraph also apply correspondingly to limitation of the obligation to play compensation for wasted expenditure (§ 284 BGB).

5. Scoreloop AG is not liable for any costs incurred by the User because of requesting services which are not offered by Scoreloop AG itself. This applies especially to expenses for the purpose of data transfer from or to mobile end devices of the User.

Code of behavior

1. The User is forbidden to use unfair means when using Scoreloop. All behavior which enables a User to use anything else than pure dexterity in the game is unfair.

2. In particular, the User is prohibited

   • from deceiving or attempting to deceive, especially by using mechanisms, software or other scripts in combination with use of Scoreloop AG websites, the Scoreloop AG server, Scoreloop or games equipped with Scoreloop, which (could) disturb the functioning of these technologies, in order to achieve better results;

   • intentionally causing a disturbance / malfunction in order to influence a duel, for instance to prematurely end it

3. When using the online playing function, the User interacts with others. The user must ensure that the following regulations are complied with, and in particular that:

   • he/she does not make any unlawful, harmful, threatening, abusive, annoying, defamatory, vulgar, obscene, hateful, racist, pornographic, insulting, damaging, violence-glorifying or belittling or immoral comments,

   • children and young people are not impaired or endangered in their development or education,

   • the User does not ask other Users for private data such as telephone numbers, addresses or names,

   • the User does not violate the rights of third parties, e.g. by violating their copyright or trademarks,

   • the User does not violate legal regulations and there is no well-grounded suspicion of this, nor are other Users solicited to violate legal regulations,

   • The User does not sell, market or advertise any products or services,

   • the User account is not transferred or sold to third persons, nor is it bought by third persons.

4. In the case of violation of the above regulations Scoreloop AG has the right to completely, partially or temporarily exclude the violating User from further Use.

Credit assessment

Scoreloop AG reserves the right to carry out a credit assessment according to the stipulations of the Data Privacy Statement.

Non-transferability of access / Non-assignment clause

1. The user account is limited to the User as a natural person and cannot be transferred without authorization from Scoreloop AG.

2. The User can only offset claims of Scoreloop AG with undisputed or legally established counterclaims. The User can only exercise a right of retention if his/her counterclaim is based on the same contractual relationship. The transfer of the User's claims against Scoreloop AG is prohibited. Coins, whether bought or acquired free of charge in another way, cannot be transferred to other persons or user accounts.

Applicable law, place of performance and jurisdiction

1. Exclusively German law applies, with the exception of the CISG, even if the User has his/her residential or business seat abroad.

2. The place of performance of services is Munich, Germany.

3. For all present and future claims from the business relationship with merchants, legal persons under public law, or public law special funds, the exclusive jurisdiction is the registered seat of Scoreloop AG. The same jurisdiction applies if the User has no general jurisdiction inside the country, if he/she relocates his/her residence or habitual abode out of the country, or if his/her residence or habitual abode is not known at the time of institution of legal proceedings. Mandatory regulations of the EuGVVO [Europäisches Gerichtsstands- und Vollstreckungsverordnung (Council Regulation (EC) on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters)] are unaffected hereby.