Terms of Service

These Terms of Service (“Terms”), together with any documents or policies referenced in them, govern access to and use of any Carillon Gaming, Inc., hosted software applications, including without limitation, PokerWize®, a subscription-based online software application that provides card game coaching, tutoring, training tools, AI-assisted gameplay analysis, and player-student feedback (each referred to as “the Application”, more broadly “any Application”, or the like).

These Terms are entered into by and between Carillon Gaming, Inc. ("Company," "we," "us," or "our") and the individual, or entity on whose behalf the individual is, accessing or using the Services ("User," "you," or "your"). If you access or use the Services on behalf of an organization, school, team, club, or other entity, you represent that you have authority to bind that entity to these Terms, and "you" includes that entity.

By creating an account, purchasing a subscription, accessing the Services, clicking "I agree," or otherwise using the Services, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

1.- Definitions

1.1.- "Account" means a registered user profile used to access the Services.

1.2.- "AI Features" means any artificial intelligence, machine learning, automated analytics, recommendation, natural language, image, video, hand-history, simulation, or pattern-recognition functionality made available through the Services.

1.3.- "Coaching Content" means tutorials, lessons, exercises, quizzes, analyses, strategy materials, videos, charts, prompts, feedback, study plans, and other instructional content made available through the Services.

1.4.- "Feedback" means analysis, comments, ratings, tips, suggested improvements, strategy observations, study recommendations, or similar outputs generated or provided through the Services, including through AI Features.

1.5.- "Services" means any Applications, Mobile Apps (defined in Section 12), website, software, dashboards, account features, subscriptions, Coaching Content, AI Features, Feedback, communications, support, and related services provided by Company.

1.6.- "User Content" means information, materials, data, text, images, audio, video, gameplay records, hand histories, screen recordings, notes, chat content, prompts, answers, or other content submitted, uploaded, imported, transmitted, or otherwise provided by you or on your behalf through the Services.

2.- Eligibility; Student Users; Minors

2.1.- You must be at least 18 years old to use the Services. If you are under the age of majority in your jurisdiction, you may use the Services only with the consent and supervision of a parent or legal guardian who agrees to these Terms on your behalf.

2.2.- The Services are intended for coaching, tutoring, education, skill development, practice, and entertainment-related training. The Services are not intended to facilitate unlawful gambling, cheating, collusion, botting, or violation of any third-party platform rules.

2.3.- If the Services are made available to students through a school, club, team, coach, parent, guardian, or other sponsoring organization, that organization or sponsor is responsible for obtaining any required consents and for ensuring that student use complies with applicable laws, institutional policies, and these Terms.

2.4.- We may refuse, suspend, or terminate access to the Services if we believe a User is not eligible, has misrepresented information, or is using the Services in a manner inconsistent with these Terms.

3.- Accounts and Security

3.1.- To use certain Services, you must create an Account and provide accurate, current, and complete information. You agree to keep your Account information updated.

3.2.- You are responsible for maintaining the confidentiality of your login credentials and for all activity under your Account. You must promptly notify us at pokerwize.support@carillongaming.com if you suspect unauthorized access to or use of your Account.

3.3.- You may not share, sell, lease, transfer, sublicense, or otherwise provide access to your Account except as expressly permitted by your subscription plan or by us in writing.

3.4.- We may implement technical, administrative, or usage controls to protect the Services, enforce subscription limits, prevent abuse, and maintain platform integrity.

4.- Subscription Plans; Fees; Billing

4.1.- Certain Services require a paid subscription. Subscription plans, pricing, features, usage limits, billing cycles, and available payment methods are described on our Plans and Pricing page describing the current subscription plans and their prices. https://play.pokerwize.com/subscription/plans

4.2.- By purchasing a subscription, you authorize us and our payment processors to charge all applicable fees, taxes, and other amounts to your selected payment method on a recurring basis until the subscription is cancelled or terminated.

4.3.- Unless otherwise stated at purchase, subscriptions automatically renew at the end of each billing period. You may cancel renewal through your Account settings or by contacting pokerwize.support@carillongaming.com. Cancellation will take effect at the end of the then-current billing period unless otherwise required by law or expressly stated by us.

4.4.- Carillon Gaming will provide new, first-time subscribers a full refund so long as the subscriber cancels within fourteen (14) days of first signing up (the “fourteen-day refund period”). Carillon Gaming will not provide refunds to persons who have previously opened other accounts, whether or not they are using the same or different user-names, email addresses, or billing information. Each person is only entitled to one fourteen-day refund window. Successive sign-ups and refunds are prohibited. After the fourteen-day refund period, there are no “without cause” refunds and your subscription fee is non-transferable. Accordingly, if you elect to cancel your subscription to the Service during the subscription period, you will not receive a refund on the subscription fee(s) previously paid and your payment card will be charged for the remaining subscription term. If you downgrade your subscription to a lower level, you are not entitled to a cash refund; you may be eligible to pay a reduced, pro-rated amount on your new subscription, depending on when you downgrade. Fees are non-refundable otherwise except as expressly stated in these Terms, required by applicable law, or provided in a separate written refund policy. We may offer free trials, promotional periods, discounts, credits, or beta access at our discretion and may modify or discontinue them at any time.

4.5.- If payment fails, we may retry billing, suspend access, downgrade your plan, or terminate the subscription. You remain responsible for unpaid amounts.

4.6.- We may change subscription fees or plan features on a prospective basis by providing notice as required by applicable law or as otherwise described in the Services. Continued use after the effective date of a change constitutes acceptance of the updated fees or plan terms.

5.- Coaching, Tutoring, and Educational Nature of the Services

5.1.- The Services provide coaching, tutoring, educational tools, practice support, and feedback designed to help Users study and improve their understanding of the card game component of the Services. The Services do not guarantee any particular outcome, skill level, ranking, tournament result, financial result, or performance improvement.

5.2.- Feedback may be general, automated, probabilistic, incomplete, context-dependent, or based on the information submitted by you. You are responsible for independently evaluating all Feedback and deciding how to apply it.

5.3.- The Services are not a substitute for professional judgment, live coaching where applicable, official game rules, tournament rules, platform terms, or responsible decision-making. You remain solely responsible for your gameplay, study decisions, and use of any Feedback.

5.4.- Unless expressly stated in writing, Company does not provide gambling advice, financial advice, legal advice, mental health advice, or any other regulated professional advice.

6.- AI Features and Automated Feedback

6.1.- The Services may use AI Features to analyze User Content, gameplay patterns, hands, decisions, strategy choices, training history, or other inputs and to generate Feedback.

6.2.- AI-generated outputs may be inaccurate, incomplete, inconsistent, biased, outdated, or unsuitable for your particular circumstances. You should not rely on AI-generated Feedback as the sole basis for any decision involving money, tournament entry, ranking, compliance with game rules, or participation on third-party platforms.

6.3.- You acknowledge that similar or identical AI-generated Feedback may be provided to other Users and that AI Features may produce different outputs for similar inputs.

6.4.- We may monitor, test, evaluate, modify, improve, restrict, or discontinue AI Features at any time. We may also use automated systems and human review to detect abuse, improve quality, enhance safety, and enforce these Terms, subject to our Privacy Policy.

6.5.- You may not use the AI Features to develop, train, benchmark, validate, or improve a competing product or service, except as expressly permitted by us in writing.

7.- User Content; License to Company

7.1.- You retain ownership of your User Content, subject to the rights granted in these Terms.

7.2.- You grant Company a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, copy, process, transmit, display, perform, analyze, transform, create derivative works from, and otherwise use User Content as necessary to provide, maintain, secure, support, improve, and develop the Services, including AI Features and Coaching Content.

7.3.- If you submit gameplay data, hand histories, recordings, or other content from a third-party platform, you represent and warrant that you have all rights, permissions, and consents necessary to submit that content and to grant the license in these Terms.

7.4.- You are solely responsible for User Content and for ensuring that User Content does not violate these Terms, applicable law, third-party rights, third-party platform rules, or privacy obligations.

7.5.- We may remove, restrict, or disable access to User Content if we reasonably believe it violates these Terms, may create risk for Company or others, or may be unlawful.

8.- Aggregated and De-Identified Data

8.1.- We may collect, generate, use, disclose, and retain aggregated, anonymized, or de-identified information derived from use of the Services, including gameplay trends, model performance metrics, training effectiveness including hand histories, feature usage, and statistical insights, provided that such information does not identify you as an individual.

8.2.- Company may use aggregated, anonymized, or de-identified information for analytics, research, benchmarking, model evaluation, product development, publication of generalized insights, and commercial purposes.

9.- Acceptable Use; Prohibited Conduct

9.1.- You may use the Services only for lawful purposes and in accordance with these Terms.

9.2.- You may not, directly or indirectly:

• use the Services to cheat, collude, ghost-play, bot, automate gameplay, evade detection, or gain an unfair advantage in violation of any game, tournament, school, team, league, or third-party platform rules;
• use the Services during live gameplay if such use is prohibited by applicable rules, tournament conditions, or platform terms;
• submit false, misleading, unlawful, infringing, harmful, abusive, defamatory, harassing, obscene, or otherwise objectionable content;
• upload malware, spyware, malicious code, or content designed to disrupt, damage, or impair the Services;
• reverse engineer, decompile, disassemble, scrape, crawl, copy, index, or extract the Services, except to the extent such restriction is prohibited by applicable law;
• bypass, disable, or interfere with security, rate limits, access controls, usage restrictions, or subscription controls;
• resell, sublicense, distribute, or make the Services available to any third party except as expressly authorized by your subscription plan;
• use the Services to develop, train, or improve a competing product or service;
• impersonate another person or entity, misrepresent your affiliation, or access another User's Account without authorization;
• violate any applicable law, regulation, third-party rights, or third-party platform terms; or
• encourage, assist, or enable any other person to do any of the foregoing.

9.3.- We may investigate suspected violations and may suspend or terminate access, remove content, preserve evidence, notify affected parties, or cooperate with law enforcement, regulators, payment processors, or third-party platforms where appropriate.

9.4.- You are solely responsible for your interactions with other users of the Services Members. We reserve the right, but are not obligated, to monitor disputes between you and other users.

10.- Intellectual Property Rights

10.1.- The Services, including software, interfaces, workflows, models, algorithms, prompts, Coaching Content, Feedback formats, exercises, graphics, videos, text, trademarks, service marks, logos, and other materials, are owned by Company or its licensors and are protected by intellectual property and other laws.

10.2.- Subject to your compliance with these Terms and payment of applicable fees, Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your personal, educational, coaching, or internal business purposes, as permitted by your subscription plan.

10.3.- Except for the limited license granted above, Company and its licensors reserve all rights in and to the Services.

10.4.- You may not remove, obscure, or alter any proprietary notices, branding, usage restrictions, or rights-management features in the Services.

11.- Feedback to Company

11.1.- If you provide suggestions, ideas, comments, bug reports, feature requests, or other feedback about the Services ("Product Feedback"), you grant Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, commercialize, and otherwise exploit the Product Feedback without restriction or compensation to you.

11.2.- Product Feedback does not include your User Content except to the extent you intentionally submit such content as Product Feedback.

12.- Third-Party Services and Platforms

12.1.- The Services may interoperate with, link to, import from, export to, or otherwise use third-party services, payment processors, game platforms, app stores, analytics providers, communication tools, cloud providers, or other third-party products.

12.2.- Third-party services are governed by their own terms and policies. Company is not responsible for third-party services and does not control their content, availability, security, or practices.

12.3.- You are responsible for complying with all rules and terms applicable to any third-party game, tournament, online platform, school system, team, league, or community in which you participate.

12.4.- When you download a mobile device version of the Services (“Mobile App”) to your mobile device, we grant you a limited, revocable, non-transferable and non-sublicensable license to use the Services, including on any Mobile App store provider-branded devices that we support but that you own or control and as permitted by these Terms and any Usage Rules set forth in the Apple Media Services Terms and Conditions and the equivalent in or referred to by the Google Play distribution agreement. This license to the Mobile App Services also is expressly conditioned on you not altering or removing any copyright notice in the Services, modifying the Services in any way. If any Services require a subscription, your license to use the Mobile App Services is expressly conditioned to you maintaining an active subscription and your compliance with these conditions. We reserve the right to modify the Mobile App Services or to discontinue offering the Mobile App Services all together at any time for any reason. We also reserve the right to discontinue offering or replace any content supplied by any supplier or licensor for any reason.

12.5.- Maintenance and Support of the Mobile App Services. Company is solely responsible for providing any maintenance and support services with respect to the Mobile App Services under these Terms or as otherwise required under applicable law. You and we acknowledge that no third party, including any App Store Provider, has any obligations to furnish any maintenance and support services for the Mobile App Services.

13.- Privacy; Data Protection

13.1.- Our collection, use, disclosure, and protection of personal information are described in our Privacy Policy, available at carillongaming.com/privacy policy. By using the Services, you acknowledge the Privacy Policy.

13.2.- You agree not to submit sensitive personal information, protected health information, government identification numbers, p duals unless expressly requested by the Services and permitted by applicable law.

13.3.- If you use the Services on behalf of students, minors, employees, team members, or other individuals, you are responsible for providing all required notices and obtaining all required consents before submitting their information to the Services.

13.4.- We may process User Content and usage data to provide the Services, generate Feedback, maintain security, detect abuse, improve features, evaluate model performance, and support users, subject to our Privacy Policy and any applicable data processing agreement.

14.- Services Availability; Changes to the Services

14.1.- We may modify, update, suspend, restrict, or discontinue all or part of the Services at any time, including features, models, Coaching Content, subscription plans, usage limits, and integrations.

14.2.- We do not guarantee that the Services will be uninterrupted, secure, error-free, available at any particular time, compatible with all systems, or free from loss or corruption of data.

14.3.- We may perform maintenance, upgrades, security work, or emergency repairs that affect availability of the Services.

15.- Beta Features and Experimental Tools

15.1.- We may offer beta, preview, trial, experimental, or early-access features. These features may be incomplete, unstable, inaccurate, incompatible with your data, software, or hardware, or subject to material change. If you choose to use any beta feature, you do so at your own risk to the maximum extent permitted by applicable law. Beta features are considered part of the Services, and all provisions of the Terms relating to the Services apply to them.

15.2.- Beta features are provided for evaluation and testing and may be withdrawn at any time. Unless expressly stated otherwise, beta features are provided without warranties, service commitments, or support obligations.

16.- Compliance with Laws and Game Rules

16.1.- You are responsible for ensuring that your access to and use of the Services complies with all applicable laws, regulations, institutional rules, tournament rules, and third-party platform terms.

16.2.- You may not use the Services where prohibited by law or in any manner that would require Company to obtain a license, registration, authorization, or approval not already held by Company.

16.3.- You acknowledge that rules regarding coaching tools, real-time assistance, AI assistance, study materials, hand-history review, and third-party software vary by game, tournament, institution, and platform. You are solely responsible for determining whether your use is permitted in each context.

17.- Suspension and Termination

17.1.- You may stop using the Services at any time and may cancel your subscription as described in Section 4.

17.2.- We may suspend or terminate your Account, subscription, or access to the Services if:

• you violate these Terms;
• payment is not received when due;
• your use creates legal, security, operational, reputational, or financial risk;
• we are required to do so by law, court order, regulator, payment processor, or third-party platform requirement;
• we discontinue the applicable Services; or
• your Account has been inactive for an extended period, subject to applicable law and our policies.

17.3.- Upon termination, your right to access and use the Services will immediately cease. Sections that by their nature should survive termination will survive, including provisions concerning ownership, User Content licenses, aggregated data, fees owed, disclaimers, limitations of liability, indemnification, dispute resolution, and general terms.

17.4.- We may retain or delete User Content after termination in accordance with our Privacy Policy, backup practices, legal obligations, and data retention policies.

18.- Disclaimers

18.1.- THE SERVICES, COACHING CONTENT, AI FEATURES, AND FEEDBACK ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND COURSE OF DEALING.

18.2.- COMPANY DOES NOT WARRANT THAT THE SERVICES OR FEEDBACK WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, ERROR-FREE, UNINTERRUPTED, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

18.3.- COMPANY DOES NOT WARRANT OR GUARANTEE IMPROVEMENT IN GAMEPLAY, SKILL LEVEL, RATINGS, WIN RATES, TOURNAMENT RESULTS, FINANCIAL OUTCOMES, PLATFORM COMPLIANCE, OR EDUCATIONAL RESULTS.

18.4.- YOU ARE SOLELY RESPONSIBLE FOR YOUR DECISIONS, GAMEPLAY, STUDY PRACTICES, USE OF FEEDBACK, COMPLIANCE WITH THIRD-PARTY RULES, AND ANY CONSEQUENCES OF USING THE SERVICES.

19.- Limitation of Liability

19.1.- TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF RANKING, LOST TOURNAMENT OPPORTUNITY, OR GAMEPLAY LOSSES, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2.- TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO COMPANY FOR THE SERVICES IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

19.3.- THE LIMITATIONS IN THIS SECTION APPLY TO ALL THEORIES OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19.4.- Some jurisdictions do not allow certain limitations of liability. In those jurisdictions, liability will be limited to the maximum extent permitted by law.

20.- Indemnification

20.1.- To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, contractors, agents, licensors, service providers, and suppliers from and against any claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• your access to or use of the Services;
• your User Content;
• your violation of these Terms;
• your violation of applicable law, third-party rights, or third-party platform rules;
• your gameplay, tournament participation, coaching activities, or educational use of the Services;
• your use of AI Features or Feedback; or
• your fraud, willful misconduct, or negligence.

20.2.- We reserve the right to assume exclusive control of any matter subject to indemnification, in which case you agree to cooperate with our defense. You may not settle any claim without our prior written consent if the settlement imposes any obligation, admission, or liability on Company.

21.- Dispute Resolution; Informal Resolution; Arbitration; Class Action Waiver

21.1. Scope; Consumer Rights Preserved.

(a) Except as provided in Sections 21.2, 21.3, and 21.12, you and Company agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or Materials, or both, your account, any purchase, subscription, digital item, virtual currency, online game streaming feature, communications from or with Company, or the validity, interpretation, breach, termination, enforcement, or scope of these Terms will be resolved under this Section 21. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING..

(b) Nothing in this Section 21 limits any non-waivable rights, remedies, or protections that apply to you under the laws of the country, state, province, territory, or other place where you are habitually resident, including any right to bring a claim before a court or regulator where that right cannot lawfully be waived by contract. If applicable law prohibits mandatory arbitration of a particular claim, that claim may be brought in a court or other forum of competent jurisdiction, and the rest of this Section 21 will continue to apply to the fullest extent permitted by law.

21.2. Informal Dispute Resolution Required First.

(a) Before either party begins arbitration or court proceedings, the party raising the dispute must first provide written notice of the dispute and allow the other party a reasonable opportunity to resolve it informally. A notice from you to Company must be sent to Carillon Gaming, Inc., Attention: Legal (Dispute Notice), 6111 128th Avenue NE, KirklandWA98033-8510, United States, legal@carillongaming.com, or to any legal-notice email address or dispute-submission portal that Company makes available for this purpose. A notice from Company to you may be sent to the email address, account message center, billing address, or other contact information associated with your account.

(b) The notice must include: (a) the name and contact information of the party giving notice; (b) the email address, username, account ID, or transaction information associated with the Service, or Materials, or both, if applicable; (c) a description of the nature and basis of the dispute; and (d) the specific relief sought. The parties will use good-faith efforts to resolve the dispute informally for at least 30 days after receipt of the notice, unless applicable law requires a longer or shorter period or both parties agree to extend the period.

21.3. Arbitration Agreement.

(a) If a dispute is not resolved through the informal process in Section 21.2, and if arbitration of the dispute is lawful in the jurisdiction that applies to you, the dispute will be resolved by binding individual arbitration rather than in court, except as expressly stated in this Section 21. Arbitration is conducted by a neutral arbitrator instead of a judge or jury. Arbitration may be less formal than court litigation, may provide for more limited discovery, and is subject to limited judicial review, except where applicable law provides otherwise.

(b) This agreement to arbitrate applies to all legal theories, including contract, tort, statute, consumer-protection law, privacy law, fraud, misrepresentation, unjust enrichment, negligence, and any other legal or equitable theory, whether the dispute arose before, during, or after your use of the Service, or Materials, or both, or termination of these Terms. The arbitrator will have authority to decide disputes about the interpretation, applicability, formation, scope, validity, and enforceability of this Section 21, except that any dispute about the validity or enforceability of the class-action, collective-action, private-attorney-general, or representative-action waiver in Section 21.9 must be decided by a court of competent jurisdiction unless applicable law permits the arbitrator to decide that issue.

21.4. Exceptions to Arbitration.

Nothing in this Section 21 prevents either party from:

(a) bringing an individual claim in small-claims court, or the closest equivalent court or tribunal available in the jurisdiction where you reside, if the claim qualifies and remains on an individual, non-representative basis;

(b) seeking temporary, preliminary, or emergency injunctive or equitable relief from a court of competent jurisdiction where necessary to protect intellectual property, confidential information, account security, platform integrity, service availability, or against unauthorized access, cheating, hacking, scraping, botting, circumvention, or misuse of the Service, or Materials, or both;

(c) filing or participating in a complaint, investigation, or enforcement action before an applicable regulator, consumer-protection authority, data-protection authority, or other governmental agency, where that right cannot be waived;

(d) bringing an intellectual-property infringement, misappropriation, or enforcement claim in a court of competent jurisdiction; or

(e) pursuing any claim that applicable law does not permit to be resolved by mandatory arbitration.

21.5. Arbitration Rules; Administrator.

(a) For users who are habitually resident in the United States, the arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as modified by these Terms, unless the parties agree otherwise or the AAA is unavailable or declines to administer the arbitration. The AAA rules and forms are available at www.adr.org.

(b) For users who are habitually resident in Canada, the arbitration will be administered by the International Centre for Dispute Resolution Canada or, if that provider is unavailable, declines to administer, or cannot lawfully administer the dispute, by another reputable arbitration provider that can lawfully administer Canadian consumer arbitration in the province or territory where you reside. Any arbitration involving a Canadian consumer will be conducted only to the extent permitted by applicable federal, provincial, or territorial consumer-protection law, and nothing in this Section 21 prevents you from bringing a claim before a court, tribunal, regulator, or consumer-protection authority where that right cannot be waived.

(c) For users who are habitually resident outside the United States and Canada, the arbitration will be administered by the International Centre for Dispute Resolution under its International Arbitration Rules, as modified by these Terms, unless the parties agree otherwise or the ICDR is unavailable or declines to administer the arbitration. If the ICDR is unavailable or declines to administer the arbitration, the arbitration will be administered by the International Chamber of Commerce under the ICC Rules of Arbitration, as modified by these Terms.

(d) If the designated administrator is unavailable, declines to administer, or cannot lawfully administer the dispute, the parties will jointly select a substitute arbitration provider that can lawfully administer consumer or cross-border arbitration in the relevant jurisdiction. If the parties cannot agree on a substitute provider within 30 days, either party may ask a court of competent jurisdiction to appoint an arbitrator or administrator, and the arbitration will proceed to the fullest extent permitted by law.

21.6. Seat, Place, Language, and Remote Proceedings.

Unless applicable law requires otherwise:

(a) for users habitually resident in the United States, the seat of arbitration will be Washington, USA;

(b) for users habitually resident in Canada, the seat of arbitration will be the province or territory of your habitual residence, unless you and Company agree otherwise after the dispute arises or applicable law permits another seat without impairing your non-waivable consumer rights;

(c) for users habitually resident outside the United States and Canada, the seat of arbitration will be Seattle, Washington, USA, unless that seat would make this Section 21 unenforceable or materially impair a non-waivable consumer right, in which case the seat will be a neutral or locally required seat selected by the arbitrator or administrator to preserve enforceability;

(d) the arbitration will be conducted in English, unless applicable law requires use of another language or the arbitrator determines that another language is necessary for fairness;

(e) hearings may be conducted by video conference, telephone, documents-only process, or other remote means unless the arbitrator determines that an in-person hearing is necessary or applicable law requires otherwise; and

(f) if an in-person hearing is required, it will be held in a location that is reasonably convenient for you or as otherwise required by applicable consumer law.

21.7. Fees and Costs.

(a) The parties will pay arbitration filing, administrative, and arbitrator fees as required by the applicable arbitration rules and any mandatory law. If you are a consumer and applicable law requires Company to pay some or all arbitration fees or costs for this Section 21 to be enforceable, Company will pay those fees and costs to the extent required. If the administrator or arbitrator determines that you cannot afford fees that would be required to pursue an individual arbitration, or that the allocation of fees would make arbitration unavailable or unfair under applicable law, Company will pay or advance the fees necessary for the arbitration to proceed, subject to any later allocation permitted by applicable law.

(b) Each party will bear its own attorneys’ fees and costs unless the arbitrator awards fees or costs under applicable law, the applicable arbitration rules, or a written agreement between the parties. The arbitrator may not award fees or costs in a way that would deprive a consumer of non-waivable statutory protections.

21.8. Arbitration Procedure and Relief.

(a) The arbitrator may award any individual relief that would be available in a court of competent jurisdiction, including damages, statutory remedies, declaratory relief, and injunctive or equitable relief, but only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim, unless applicable law requires otherwise.

(b) The arbitrator must issue a reasoned written decision stating the essential findings and conclusions on which the award is based, unless the parties agree otherwise or the applicable rules provide a different procedure. The award will be final and binding on the parties, subject to any judicial review available under applicable law. Judgment on the award may be entered in any court having jurisdiction.

(c) For cross-border disputes, the parties intend that any arbitral award be enforceable under applicable arbitration laws and international conventions, including the Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958, where applicable.

21.9. Individual Proceedings Only; No Class or Representative Actions.

(a) To the fullest extent permitted by applicable law, you and Company agree that each may bring claims against the other only in an individual capacity and not as a plaintiff, claimant, class member, or representative in any class, collective, consolidated, mass, private-attorney-general, public-injunctive-relief, or representative proceeding.

(b) To the fullest extent permitted by applicable law, the arbitrator may not consolidate more than one person’s claims, preside over any class, collective, mass, private-attorney-general, public-injunctive-relief, or representative proceeding, or award relief for or against anyone who is not a party to the arbitration.

(c) If applicable law does not permit waiver of a particular class, collective, representative, public-injunctive-relief, or private-attorney-general claim or remedy, then that claim or request for relief must be severed from arbitration and brought in a court of competent jurisdiction, but only after the arbitration of all arbitrable individual claims is completed, unless applicable law requires otherwise.

21.10. Batch or Coordinated Filings.

If 25 or more claimants represented by the same or coordinated counsel file or threaten to file arbitration demands raising substantially similar claims against Company, the arbitrations may be administered in batches or bellwether proceedings if permitted by the applicable arbitration rules and consistent with applicable law. The administrator or arbitrator may adopt procedures designed to promote efficient, fair, and individualized resolution, including staged filing fees, coordinated case management, representative bellwether proceedings, or other procedures that preserve each claimant’s right to individual adjudication. No batch, bellwether, or coordinated procedure may operate as a class, collective, consolidated, or representative proceeding unless both parties expressly agree in writing or applicable law requires otherwise.

21.11. Opt-Out Right.

(a) You may opt out of binding arbitration under this Section 21 within 30 days after the date you first accept these Terms, create an account, or otherwise become bound by this Section 21, whichever occurs first. To opt out, you must send Company a written notice stating that you wish to opt out of arbitration and including your full legal name, the email address associated with your account, your username or account ID if available, and your country of residence.

(b) You may send the opt-out notice to Company, Inc., Attention: Legal (Arbitration Opt-Out), 1000 SE Everett Mall Way #40p, Everett, WA 98208, USA, or to any legal-notice email address or arbitration opt-out method that Company makes available. If you timely opt out, this Section 21 will not require you or Company to arbitrate disputes with each other, but the rest of the Terms will continue to apply.

21.12. Jurisdiction-Specific Consumer Terms.

If you are a consumer habitually resident in a jurisdiction where pre-dispute consumer arbitration agreements, jury waivers, class-action waivers, representative-action waivers, forum-selection clauses, or governing-law clauses are restricted, prohibited, or enforceable only under specific conditions, this Section 21 applies only to the extent permitted by the laws of that jurisdiction. Without limiting the foregoing:

(a) if you reside in a country or region whose law gives you the right to bring consumer claims in your local courts, nothing in this Section 21 limits that non-waivable right;

(b) if you are a consumer habitually resident in Canada, this Section 21 applies only to the extent permitted by the consumer-protection, class-proceedings, arbitration, and court-jurisdiction laws of your province or territory. If those laws prohibit mandatory pre-dispute arbitration of your claim, require arbitration only after the dispute arises, preserve your right to participate in a class proceeding, or give you a non-waivable right to bring a claim in a local court, tribunal, regulator, or consumer-protection authority, those rights are preserved and control over any conflicting term in this Section 21;

(c) if you reside in a country or region whose law permits arbitration of consumer disputes only after the dispute has arisen, this Section 21 will operate as an agreement to consider arbitration after the dispute arises and not as a mandatory pre-dispute arbitration agreement;

(d) if local law requires Company to bear arbitration costs, provide translated terms, use a local arbitral body, use a local seat, or provide additional notices for arbitration to be enforceable, this Section 21 will be interpreted to include those requirements to the fullest extent necessary to preserve enforceability; and

(e) if any part of this Section 21 conflicts with mandatory consumer, data-protection, platform, gaming, digital-services, payment, or online-safety law applicable to you, the mandatory law will control only to the extent of the conflict.

21.13. Changes to this Section.

If Company makes a material change to this Section 21 after the date you first accepted it, Company will provide notice as required by the Terms or applicable law. You may reject the material change by sending written notice to Company within 30 days after receiving notice of the change. If you reject the change, the prior version of this Section 21 will continue to govern disputes between you and Company unless you and Company agree otherwise. Company may terminate or suspend your account or access to the Service, or Materials, or both prospectively if you reject a material change to this Section 21, but any termination or suspension will not affect either party’s rights or obligations that accrued before termination.

21.14. Severability and Survival.

(a) If any portion of this Section 21 is found to be invalid, unlawful, void, or unenforceable, that portion will be severed or limited to the minimum extent necessary, and the rest of this Section 21 will remain in effect to the fullest extent permitted by law. However, if Section 21.9 is found unenforceable in a way that would permit a class, collective, consolidated, mass, private-attorney-general, public-injunctive-relief, or representative arbitration, then the affected claim or request for relief must be resolved in a court of competent jurisdiction, not in arbitration, unless both parties expressly agree otherwise in writing after the dispute arises.

(b) This Section 21 survives any termination of these Terms, termination or suspension of your account, deletion of the Service, or both, cancellation of a subscription, chargeback, refund, account closure, or cessation of your use of the Service, or Materials, or both.

21.15. Court Forum if Arbitration Does Not Apply.

If a dispute is not subject to arbitration under this Section 21, the dispute will be resolved in the courts identified in the governing-law and forum-selection section of these Terms, except to the extent applicable law gives you a non-waivable right to bring the dispute in another court, tribunal, regulator, or forum.

22.- Governing Law

22.1.- These Terms are governed by the laws of the State of Washington, without regard to conflict-of-law principles, except to the extent preempted by U.S. federal law.

22.2.- Subject to Section 21, the state and federal courts located in King County, the state of Washington will have exclusive jurisdiction over disputes arising out of or related to these Terms or the Services, and you consent to personal jurisdiction and venue in those courts.

23.- Notices and Electronic Communications

23.1.- You consent to receive communications from us electronically, including by email, in-product notice, Account message, or posting through the Services. This includes also agreeing initially to subscribe to any newsletters, marketing or promotional materials and other information we may send; however, you may opt out of receiving any, or all, of these communications from us by following the “unsubscribe” link or instructions provided in any email that we send you.

23.2.- We may provide notices to the email address associated with your Account or through the Services. You are responsible for keeping your contact information current.

23.3.- Legal notices to Company must be sent to:

Carillon Gaming, Inc.
6111 128th Avenue NE
KirklandWA98033-8510
United States
legal@carillongaming.com

24.- Copyright and Intellectual Property Complaints

24.1.- If you believe content available through the Services infringes your copyright or other intellectual property rights, you may send a notice to “Attention Copyright Agent” by email to legal@carillongaming.com or otherwise in accordance with Section 23 above, and with sufficient information for us to evaluate the claim.

24.2.- We may remove or disable access to allegedly infringing content and may terminate repeat infringers where appropriate.

25.- Export Controls and Sanctions

25.1.- You may not use, export, re-export, import, sell, release, or transfer the Services except as authorized by applicable law.

25.2.- You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not identified on any applicable restricted-party list.

26.- Assignment

26.1.- You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent.

26.2.- Company may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or by operation of law.

27.- Changes to These Terms

27.1.- We may update these Terms from time to time. If we make material changes, we will provide notice through the Services, by email, or by other reasonable means.

27.2.- Updated Terms are effective when posted or as otherwise stated in the notice. Your continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.

27.3.- If you do not agree to updated Terms, you must stop using the Services and cancel any subscription before the updated Terms take effect, if cancellation is available.

28.- General Terms

28.1.- These Terms, together with any order form, plan description, acceptable use policy, data processing agreement, or other terms incorporated by reference, constitute the entire agreement between you and Company regarding the Services.

28.2.- If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law.

28.3.- Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

28.4.- Headings are for convenience only and do not affect interpretation.

28.5.- The words "including" and "includes" mean "including without limitation."

28.6.- No agency, partnership, joint venture, employment, fiduciary, or franchise relationship is created by these Terms.

28.7.- Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, except for payment obligations.

28.7.- No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to these Terms.

29.- Contact Information

Questions about these Terms or the Services may be directed to:

Carillon Gaming, Inc.
6111 128th Avenue NE
KirklandWA98033-8510
United States
legal@carillongaming.com
Carillongaming.com