Scenario, Inc. (“Company,” “Scenario,” “we,” “us,” or “our”) is on a mission to revolutionize the gaming industry by building advanced generative artificial intelligence technology that enables anyone to easily create digital images and assets. We provide certain tools and services (the “Services”) through our http://scenario.gg and https://app.scenario.gg/ websites (as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto, collectively, the “Site”), software and algorithms that allow users both to create new, transformative images and digital assets (each, a “Generated Asset”) and to generate their own modified algorithms (each, a “User Algorithm”) to create such images and digital assets from the user’s own uploaded images and content (the “User Assets”) and descriptive input.
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‍1. ACCEPTANCE OF TERMS
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‍These Terms and Conditions (the “Terms”), together with our Privacy Policy, which is incorporated herein by reference and available at https://scenario.crisp.help/ or https://scenario.gg/, constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Scenario, concerning your access to and use of the Site and our Services. PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND COMPANY ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN SECTION 9.8b OF THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR OTHERWISE USE OUR SERVICES, INCLUDING THE SITE. You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms and our Privacy Policy. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services and/or the Site after the date such revised Terms are posted.

The information provided on the in connection with the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons or entities who choose to access the Site or otherwise use the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. By using our Services, you consent to having your Login Credentials (as defined below) and any personal information that you provide to us transferred to and processed in the United States of America subject to the restrictions on such data as provided in our Privacy Policy.

BY USING OUR SERVICES YOU REPRESENT TO US THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE, OR AT LEAST THIRTEEN (13) YEARS OF AGE AND ARE USING OUR SERVICES UNDER THE SUPERVISION OF A PARENT OR LEGAL GUARDIAN WHO AGREES TO BE BOUND BY THESE TERMS. IF YOU ARE A PARENT OR LEGAL GUARDIAN OF A USER UNDER THE AGE OF EIGHTEEN (18), YOU AGREE TO BE FULLY RESPONSIBLE FOR THE ACTS OR OMISSIONS OF SUCH USER IN CONNECTION WITH OUR SERVICES. Our Services may be used in various countries. However, if you are using our Services outside of the United States of America, you are responsible for ensuring that your use of our Services complies with applicable law and we make no warranty that any use of our Services is permitted in your country.
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‍2. LOGIN CREDENTIALS; ACCOUNT INFORMATION‍

‍2.1 Login Credentials. In order to use some of our Services, you may be required to create an account by providing certain information. We may ask you to complete a registration form and create a username and password, or we may permit you to login through a third party application (your username, password for us or for any third party application, your “Login Credentials”). You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation any financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

‍2.2 Account Information. During your registration, you shall give truthful information about you (such as name, email address, phone number and/or payment account information) (collectively, you “Account Information”). You represent, warrant and covenant to us that your Account Information is and shall remain accurate and up-to-date, and you understand that you are responsible for ensuring that your Account Information is accurate and for keeping your Account Information up-to-date. We may contact you to verify your Account Information and may require you to provide additional information for purposes of fraud prevention and verifying your Account Information. We may suspend you from our Services if you do not provide such information within a reasonable period of time.

‍2.3 Acknowledgement for You to Receive Communications. You hereby agree: (a) to receive communications, including emails, text messages, push notifications, mail and telephone calls, that are related to our Services; (b) that any communications from us may also include marketing materials from us or from third parties; and (c) that any notices, agreements, disclosures or other communications that we send to you electronically are deemed to satisfy any legal communication requirements. You may opt out from receiving our communications by emailing contact@scenario.gg or selecting to unsubscribe as may be provided in the applicable correspondence. In addition, if you create an Account, we may allow you to opt in to receive certain communications regarding certain Account activity (any such settings, “Notification Settings”). You may change any Notification Settings through your Account at any time.


‍3. OUR SERVICES; FEES.‍

‍3.1 General. Our Services enable you to create Generated Assets and User Algorithms (collectively, “User Generated Content”) by uploading User Assets and providing descriptive input to be processed by the Services. User Generated Content is intended for your use in connection with games and similar online platforms, consistent with the license granted in Section 5.2.

‍3.2 Fees; Payment Terms; Refunds. By using our Services, you agree to our Fee Schedule, that will be incorporated herein by reference and available on our website, when we the ongoing “alpha testing” phase will be over.We may use a third party payment service to bill you through an online account for your fees, as applicable, in lieu of directly processing your credit card information. By submitting your payment account information, you grant us the right to store and process your information with the third party payment service, which may change from time to time; you agree that we will not be responsible for any failure of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of such third party payment service in addition to these Terms. You agree that we may change the third party payment service and move your information to other service providers that encrypt your information using transport layer security or comparable security technology. Other than as may be expressly set forth in connection with the Services, as updated from time to time, we have no obligation to provide refunds or credits, but may grant them in certain circumstances in our sole discretion.


‍4. SCOPE OF SERVICES; MODIFICATION; TERMINATION‍

‍4.1 Modification. We may change and update our Services at any time. We may add or remove features including without limitation making free Services paid Services and vice versa. We will endeavor to give you appropriate advance notice about any major changes, although you understand that we may stop, suspend or change our Services at any time without prior notice. If you do not like our Services or these Terms, or would like to provide constructive feedback, please let us know by contacting us at contact@scenario.gg. We do not promise to make any changes that you suggest, and your sole remedy if you are dissatisfied with our Services or these Terms is that you may discontinue your use of our Services.

‍4.2 Suspension. We may alter, suspend or discontinue our Services in whole or in part, at any time and for any reason, without notice. Our Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. In order to use our Services, you must have a computer with Internet access that can access our Site or a compatible mobile device enabled with any mobile application we may provide. You will be solely responsible for procuring any hardware, software or other materials that are required or recommended for your use of our Services.

‍4.3 Termination by Us. We may terminate your access to our Services, in our sole discretion, for any reason and at any time. If you have provided us with your email address, we will endeavor to provide electronic notice to you at such email address. You agree that we are not liable to you or any third party for any termination of your access to our Services.

‍4.4 Termination by You. You may terminate these Terms at any time by ceasing to use our Services and, if applicable, by closing your account. We may provide instructions for how to close your account, and may update such instructions from time to time. Please follow such instructions if you would like to close your account.

‍4.5 Survival of Terms. The following Sections of these Terms and any accrued obligations will survive any termination of these Terms: 3 (to the extent payable), 4.5, 5.1, 5.5, 5.6, 8, and 9, and any related definitions.


‍5. INTELLECTUAL PROPERTY RIGHTS

‍‍5.1 Ownership. You acknowledge that as between you and Scenario, Scenario owns all right, title and interest in and to the Services, including all source code, databases, functionality, software, website designs, audio, video, text, image, photographs, and graphics on the Site or used in the connection with the Services, or any combination thereof (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”). The Services, Content and Marks are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. Except as expressly provided in these Terms no part of the Services, Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

‍5.2 License to Use; Limitations. Subject to these Terms, we hereby grant you a limited, personal, nontransferable, non-exclusive, non-sublicensable, revocable license to access and use the Services that we make available to you in order to generate, create, and develop User Generated Content and to download or print a copy of any User Generated Content. Your license to use our Services is automatically revoked if you violate these Terms. From time to time, we may upgrade or make improvements to our Services. You agree that these Terms will apply to all such upgrades or improvements. The foregoing license grant is not a sale of any mobile application we may provide or the Site or a sale of a copy of any such application used in connection with the Services, and we retain all rights and interest in our Services. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.

‍5.3 No Implied Licenses. Nothing contained on our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any Content except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the written permission of the third party that may own the trademark or copyright of material displayed on our Services.

‍5.4 User Assets. You are solely responsible for your User Assets. You represent and warrant that you own all your User Assets or you have all rights that are necessary to grant us the license rights in your User Assets under these Terms. You also represent and warrant that neither your User Assets, nor your use and provision of your User Assets to be made available through our Services, nor any use of your User Assets by Scenario on or through our Services, will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

‍5.5 User Generated Content. You hereby grant to us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty-free, fully paid up license to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display, or otherwise use your User Generated Content, and you understand that we may allow any third party to use your User Generated Content, in connection with the improvement of the Services. You understand that Scenario provides no assurance that any of the User Generated Content: (a) does not infringe any third party intellectual property; (b) is not the same or similar to any assets, algorithms or other works generated for another user of the Services; or (c) constitutes copyrightable works of authorship or are otherwise protectable intellectual property rights.

‍5.6 Suggestions. We welcome your feedback, ideas and suggestions (collectively, “Suggestions”). If you send us any Suggestions, including as permitted under Section 4.1 of these Terms, you agree that: (a) your Suggestion(s) become our property and you are not owed any compensation in exchange; (b) none of the Suggestion(s) contain confidential or proprietary information of any third party; (c) we may use or redistribute Suggestion(s) for any purpose and in any way; (d) there is no obligation for us to review your Suggestion(s); and (e) we have no obligation to keep any Suggestions confidential.

‍5.7 Copyright Infringement; DMCA Policy. If you believe that any materials used on in connection with our Services infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (a) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (b) identification of the material that you believe to be infringing, including a description of the material, and its location on our Site; (c) your name, address, telephone number and email address; (d) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (e) a statement that the information in your claim is accurate; and (f) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to our Services is Attn: Copyright Agent, 501 Gilbert Avenue, Menlo Park, CA 94025, United States. To protect the rights of copyright owners, we reserve the right to suspend any account and/or other any user privileges, delete or disable content alleged to be infringing and/or terminate the account and/or other user privileges of a repeat infringer.

‍5.8 Privacy Policy. Our Privacy Policy, as may be updated by us from time to time in accordance with its terms, describes the collection, use and disclosure of data by us in connection with our Services. You hereby agree to the collection, use and disclosure practices set forth therein.


‍6. USER REPRESENTATIONS; PROHIBITED ACTIVITIES‍

‍6.1 General. As a condition of your use of our Services, you will not use our Services for any purpose that is unlawful or otherwise prohibited by these Terms. You further agree to comply with any other applicable terms and conditions of use provided in connection with the Services. We reserve the right, without prior notice to you and in our sole discretion, to terminate your access to our Services if we decide that your use violates these Terms, including for the reasons listed in this Section 6, or for any other reason.

‍6.2 Prohibited Use; Unauthorized Access. You agree not, and will not permit any person or entity, to: (a) use, or allow the use of, our Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign or other applicable law or rules and regulations of regulatory or administrative organizations; (b) act in a fraudulent, tortious, malicious or negligent manner when using our Services; (c) act in any manner that, in our sole discretion, could damage, disable, overburden, impair or interfere with any other party’s use of our Services; (d) obtain or attempt to obtain any information through any means not intentionally made available through our Services; (e) obtain unauthorized access to any computer system through our Services; (f) circumvent, remove or otherwise interfere with any security-related features of our Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services, any Marks or any Content; (g) introduce viruses, worms, Trojan horses and/or harmful code to our Services; and (h) use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, frame, scrape or index any portion of our Services or any Content. In the event that you gain access to information not intended to be accessed by you, you agree that you will immediately notify us and destroy all copies of such information in your possession.

‍6.3 Prohibited Content and User Activity. You agree that you will not, and will not authorize or facilitate any attempt by another person or organization to use our Services to: (a) transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by us; (b) use a name or language that we, in our sole discretion, deem offensive; (c) post, transmit or otherwise create defamatory statements; (d) post, transmit or otherwise create hateful or offensive content or content that disparages any ethnic, racial, sexual, gender, religious or other group; (e) post, transmit or otherwise create content that depicts or advocates the use of illegal drugs; (f) post, transmit or otherwise create content that characterizes violence as acceptable, glamorous or desirable; (g) post, transmit or otherwise create content which infringes another’s copyright, trademark or trade secret; (h) post, transmit or otherwise create unsolicited advertising or unlawfully promote products or services; (i) harass, threaten, bully, stalk or intentionally embarrass or cause distress to another person or entity; (j) promote, solicit or participate in any multi-level marketing or pyramid schemes; (k) exploit children under 18 years of age; (l) engage in disruptive activity, such as sending multiple messages in an effort to monopolize a forum; (m) invade the privacy of any person, including without limitation posting, transmitting or otherwise creating personally identifiable or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age); (n) solicit personal information from children under 13 years of age; (o) create a false identity or impersonate another person or entity; or (p) encourage conduct that would constitute a criminal or civil offense. We reserve the right to consider other conduct to be prohibited. In addition, you acknowledge and agree that you will not post any content to any of our social media accounts that is any of items (a)–(p) above.

‍6.4 Intellectual Property Infringement. You agree that the structure, organization and code used in conjunction with our Services are proprietary to us. You shall not, and shall not permit any person or entity to: (a) use our Services on a service bureau, time sharing or any similar basis, or otherwise for the benefit of any other person or entity; (b) alter, enhance, or make derivative works of our Services or any Content available through the foregoing; (c) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from our Services; or (d) sell, transfer, publish, disclose, display or otherwise make available our Services including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms. Unless as otherwise set forth by us in writing, you understand and acknowledge that all Content contained on our Services is the property of us and/or our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.


‍7. THIRD PARTY SERVICES

‍‍7.1 Third Party Service. Our Services may include features or functionalities that interoperate with services operated by third parties, which may be pursuant to a generally available application programming interface made available by such a third party or pursuant to an agreement that we have with such a third party. We have no control over any features or functionalities offered by any third party, and those features or functionalities may be modified, suspended or terminated at any time with no notice.

‍7.2 Third Party Link. Our Services may contain links to third party sites. These links are provided to you as a convenience, and we are not responsible for the content of any linked third party site. Any third party site accessed from our Services is independent from us, and we have no control over the content of that site. In addition, a link to any third party site does not imply that we endorse or accept any responsibility for the content or use of such site. You understand that use of any third party site is subject to its terms of service and privacy policy. We request that you exercise caution and good judgment when using third party sites.

‍7.3 Providers of Third Party Platforms. You hereby acknowledge and agree that all of our licensors, suppliers or other third parties: (a) are not parties to these Terms; (b) have no obligation whatsoever to furnish any maintenance or support services with respect to Scenario; (c) are not responsible for addressing claims by you or any third party relating to our Services, including without limitation any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (d) have no responsibility to investigate, defend, settle or discharge any claim that our Services or use thereof infringes any third party intellectual property rights.


‍8. LIMITATION OF LIABILITY; DISCLAIMERS; MISCELLANEOUS

‍8.1 No Warranty OUR SERVICES, THE MARKS AND ALL CONTENT ON OR ACCESSIBLE FROM OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (A) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (B) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT OR ANY ASSETS) PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (C) DEFECTS WILL BE CORRECTED, OR (D) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

‍8.2 Waiver of Liability. WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. Under no circumstances will we be liable for any loss or damage caused by failed delivery or receipt of User Generated Assets or any third party’s use or distribution of User Generated Assets. Under no circumstances will Scenario be liable for any claims that may arise from the use of any User Generated Assets, including without limitation claims for intellectual property infringement.

‍8.3 Limitation of Liability.a. General. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR SERVICES, ANY THIRD PARTY PROVIDER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR SERVICES, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON OR IN CONNECTION THEREWITH, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.b. Limitation. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATEST OF (I) $100.00; OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US IN FEES, IF ANY, IN THE THEN-PRIOR TWELVE (12)-MONTH PERIOD.c. Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

‍8.4 Indemnification. By using our Services, you hereby agree to indemnify and hold harmless us and our officers, directors, employees and agents from any claims, damages, losses, liabilities, and all costs and expenses of defense (collectively, “Claims”), including without limitation attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with (a) your breach of these Terms and/or our Privacy Policy; (b) any images or digital asset you have uploaded or otherwise provided in connection with the Services; (c) your use of our Services and/or (d) your use or any third party’s use of any User Generated Assets. At our option, you agree to defend us from any Claims.


‍9. MISCELLANEOUS‍

‍9.1 Waiver of Rights. Scenario’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly agent of Scenario.

‍9.2 Minors. Our Services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. If you are a parent or guardian and you discover that your child has created an unauthorized account on our Services, please contact us at contact@scenario.gg and we will remove the account.

‍9.3 Successors and Assigns; Binding Effect. You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees and permitted assigns.

‍9.4 Independent Contractor Status. We and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of each other.

‍9.5 Entire Agreement; Amendment; Interpretation. These Terms, including our Privacy Policy, contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through, order form or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our Website. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

‍9.6 Governing Law; Dispute Resolution. These Terms, and any dispute between you and us, shall be governed by the laws of the State of California without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that this Section 9.7 is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the arbitration procedures or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the City and County of San Francisco, California except that you or we are permitted (a) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure and if such court is located in the United States of America; (b) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (c) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.

‍9.7 Agreement to Arbitrate; Waiver of Class Action.a. Mandatory Arbitration of Disputes; Arbitration Procedures. Except if you opt-out or for disputes relating to your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) or for items (a)–(c) set forth in Section 9.7, you agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to these Terms, our Services, and/or our Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in the State of California under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and the parties hereby expressly waive trial by jury. The parties shall appoint as sole arbitrator a person mutually agreed by you and us or, if the parties cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms.b. Class Action Waiver. Any claims brought by either party must be brought in such party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You agree and acknowledge that neither you nor Scenario will participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to these Terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You understand and agree that you may bring claims only on your own behalf.c. Opt-out. You may opt out of this agreement to arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, your account information, if applicable, to which the opt-out applies and a clear statement that you want to opt out of this agreement to arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the agreement to arbitrate. You must use this address to opt out: Scenario, Inc., ATTN: Arbitration Out-Out, 501 Gilbert Avenue, Menlo Park, CA 94025, United States.d. Effect of Changes on Arbitration. Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the arbitration procedures (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the arbitration procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the arbitration procedures is posted to our Website, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.

‍9.8 For Additional Information. If you have any questions about these Terms, please contact us at contact@scenario.gg.

Last Updated: January 18th 2023.