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Terms and Conditions

Last updated: February 5th, 2024

This is an agreement (this “Agreement”) between you and Puzzle Duck, LLC, ("Puzzle Duck”) in connection with your use of Puzzle Duck's games, websites, discussion forums and related services ("Services").

This Agreement, as amended from time to time and published at, is supplemented by Puzzle Duck's Privacy Policy (published at https://poeltl.nbpa.com/privacypolicy), which is incorporated by reference.

Please note that as a precondition for you using the Services, you must agree to this Agreement.

BY AGREEING TO THIS AGREEMENT, YOU REPRESENT YOU ARE AT LEAST 13 YEARS OLD. IN CASE YOU DO NOT HAVE THE LEGAL CAPACITY TO ENTER THIS AGREEMENT, YOU REPRESENT THAT YOUR LEGAL GUARDIAN OR ANYONE BEING LEGALLY RESPONSIBLE FOR YOUR INTERESTS HAS AGREED TO TERMS OF THIS AGREEMENT. BY ACCESSING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE TERMS SET FORTH BELOW. IN CASE YOU DO NOT AGREE TO THIS AGREEMENT OR THAT YOU ARE NOT AT LEAST 13 YEARS OLD, YOU MAY NOT USE THE SERVICES.

ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS AND CONDITIONS

These Services are offered subject to your compliance with all of the terms and conditions contained herein and all other operating rules, policies and procedures. In addition, some Services may be subject to additional terms and conditions promulgated by Puzzle Duck from time to time. Any material modifications to this Agreement will also be brought to your attention by posting on Puzzle Duck's website. Such material modifications will be effective immediately, and will apply to disputes arising under this Agreement from the date of posting forward. Your continued use of the Services after a modification has been made to the Agreement constitutes your acceptance of such modification.

LIMITED USE LICENSE

Subject to this Agreement, Puzzle Duck hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Services for your personal and non-commercial use. This Agreement shall also apply to any patches or updates obtained for the Services. The rights granted to you are subject to your full compliance with this Agreement.

NO RIGHTS OTHER THAN LICENSE UNDER CLAUSE 2 AND LIMITED USE LICENSE ABOVE

YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN THE SERVICES, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL SUCH RIGHTS ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF PUZZLE DUCK.

Accordingly, except as expressly licensed to you herein, Puzzle Duck retains all right, title, and interest in and to the Services, including without limitation, and any and all associated copyrights, trademarks, trade secrets, trade names, right of publicity and other personal rights, proprietary rights, patents, titles, patches, updates, copies, derivative works, titles, computer code, audiovisual effects, themes, objects, characters, character names, stories, dialogs, settings, catchphrases, locations, concepts, artwork, images, animation, sounds, musical works, audio-visual, text, methods of operation, moral rights, whether registered or not. IN ACCORDANCE WITH THE PROVISIONS SET FORTH HEREIN, DUPLICATION, COPYING OR ANY FORM OF REPRODUCTION OF THE SERVICES IN ANY MANNER, EITHER IN WHOLE OR IN PART, IS EXPRESSLY AND EXPLICITLY PROHIBITED, UNLESS PUZZLE DUCK EXPRESSLY CONSENTS IN WRITING.

You accept that the Services do not give you any title or ownership in any content appearing in the Services, and this Agreement should not be construed as a sale or transfer of any intellectual property rights to the Services. All rights not specifically granted under this Agreement are hereby reserved by Puzzle Duck and, as applicable, by its licensors.

1. LICENSE CONDITIONS

You agree to use the Services only in a manner consistent with this Agreement. Therefore, you SHALL NOT, under any circumstances:

  • Exploit the Services or any of its parts for commercial purposes;
  • Sell, rent, lease, license, distribute or otherwise transfer the Services or any of its parts or any copies;
  • Reverse engineer, derive source code, modify, decompile, disassemble, copy or create derivative works of the Services, in whole or in part, except as the applicable law expressly permits;
  • Use, either directly or indirectly, any cheats, exploits, automation software, bots, hacks, mods or any unauthorized third-party software designed to modify or interfere with the Services;
  • Use the Services in violation of any applicable law or regulation;
  • Disrupt, interfere with or otherwise adversely affect the normal flow of the Services or otherwise act in a manner that may negatively affect other users' experience when using the Services;
  • Modify the Services, including, but not limited to, by removing identification, copyright or other proprietary notices from the Services, or by framing, mirroring, or utilizing similar techniques;
  • Damage, disrupt, overburden, or aid or assist in the disruption or overburdening of any computer or servers used to offer or support the Services;
  • Attempt to gain unauthorized access to the Services, accounts registered to others or to the computers, servers, or networks connected to the Services by any means other than the user interface provided by Puzzle Duck, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, encryption, or software that is part of the Services;
  • Post any information, content or other material (or post links to any information or content) that contains nudity, excessive violence or is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive;
  • Attempt to, or harass, abuse, or harm, or advocate or incite harassment, abuse, or harm of another person, group, including Puzzle Duck's employees, directors, contractors, or officers, including Puzzle Duck 's customer service representatives;
  • Access or use the Services in a manner that suggests an association with the National Basketball Players Association or its members, products, services or brands;
  • Make available through the Services any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity or impersonates any other person, including without limitation a Puzzle Duck contractor, employee, director or officer;
  • Engage in any act that Puzzle Duck deems to conflict with the spirit or intent of the Services or make improper use of Puzzle Duck's support services; and/or
  • Allow third parties to violate the above restriction.

2. THIRD PARTY SERVICES

Services may include links to third party services (including, without limitation, advertisements served by third parties) and/or the third-party services may be made available to you via Services. These services may include, but are not limited to, gameplay recording and sharing, social media connectivity and advertisements. These services are subject to respective third-party terms and conditions. Please study these third-party terms and conditions carefully as they constitute an agreement between you and the applicable third-party service provider and to which Puzzle Duck is not a party.

3. USAGE RULES

  • Internet, Browser and System Requirements. You may need a high-speed Internet connection and/or minimum system and/or browser requirements to access and use certain aspects of the Services.
  • Mobile Networks. When you access the Services through a mobile network, your network or roaming provider's messaging, data and other rates and fees will apply. Downloading, installing or using certain Services may be prohibited or restricted by your network provider and not all Services may work with your network provider or device.

4. UNSOLICITED CONTENT

Puzzle Duck or its contractors, directors, officers and employees do not accept or consider unsolicited idea or product submissions of any kind (e.g. game or other product ideas, artwork, musical or audiovisual works, concepts or any other creative materials) in any format, by means of any transmission (“Unsolicited Content”). However, if you submit us with Unsolicited Content, you agree that such Unsolicited Content will not be treated as confidential, regardless of what you state in your accompanying message or otherwise. You further agree that such Unsolicited Content may be shared or used by Puzzle Duck without compensation to you or any third party and you grant Puzzle Duck a perpetual, non-exclusive, irrevocable, fully paid, royalty free, sub-licensable and transferable (in whole or in part) worldwide license to use, reproduce, transmit, amend, display and exhibit Unsolicited Content in all media now known or hereinafter invented for any purpose and create derivative works based upon the Unsolicited Content.

5. INJUNCTION

Because Puzzle Duck would be irreparably damaged if the terms of this Agreement were not specifically performed, you agree that Puzzle Duck shall be entitled, without bond or other security or proof of damages, to take such action as may be required, including seeking an injunction and other equitable remedies, in addition to any other remedies available to it under the applicable law.

6. SUSPENSION AND TERMINATION FOR YOUR BREACH

Without limiting any other legal or equitable remedies, in the event you are in breach of the terms and conditions set forth in this Agreement, Puzzle Duck reserves the right to suspend and/or terminate your access to the Services and either with or without notice to you limit.

7. AVAILABILITY OF THE SERVICES

In case Puzzle Duck reasonably believes you are (i) creating any risk or exposing Puzzle Duck to any possible liabilities, or (ii) infringing intellectual property rights of third parties, Puzzle Duck may limit, suspend or terminate the Services or portions thereof, and take technical and legal steps to prevent users from accessing the Services.

8. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS. ACCORDINGLY, SUCH SERVICES ARE AT YOUR SOLE RISK AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THEREFORE, PUZZLE DUCK does not make, and hereby disclaims, any and all express, implied or statutory warranties, including without limitation, implied warranties of condition, uninterrupted use, accuracy of data (including but not limited to location data), merchantability, satisfactory quality, fitness for a particular purpose, non-infringement of third party rights, and warranties (if any) arising from a course of dealing, usage, or trade practice. PUZZLE DUCK does not: (A) warrant against interference with your enjoyment of the Services; (B) that the Services will meet your requirements; (C) that operation of the Services will be uninterrupted or error-free, or (D) that the Services will interoperate or be compatible with any other services or that any errors in the Services will be corrected. No oral or written advice provided by PUZZLE DUCK or its employees or other representatives create a warranty.

We are not liable for business losses. We only supply products for your personal, non-commercial, and domestic use.

WE ARE NOT RESPONSIBLE FOR ANY LACK OF FUNCTIONALITY OR FAILURE TO PROVIDE ANY PART OF THE SERVICES, OR ANY LOSS OF CONTENT OR DATA THAT IS DUE TO: YOUR EQUIPMENT, DEVICES, OPERATING SYSTEM OR INTERNET CONNECTION; OR YOUR FAILURE TO COMPLY WITH SPECIFIED COMPATIBILITY REQUIREMENTS.

In case any jurisdiction does not allow the exclusion of any warranty in the manner set out above, such terms may not be applied to you. In such cases, the above exclusions of warranty shall be applied to the maximum extent permitted by the applicable laws of such jurisdiction.

9. LIMITATIONS OF LIABILITY

IN NO EVENT SHALL PUZZLE DUCK OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, EVEN IF PUZZLE DUCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN CASE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF PUZZLE DUCK SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL PUZZLE DUCK´S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES EXCEED ONE HUNDRED DOLLARS (US$ 100). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PUZZLE DUCK AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE CERTAIN LIMITATIONS OF LIABILITY AS STATED ABOVE, SO THE ABOVE TERMS MAY NOT APPLY TO YOU. INSTEAD, IN SUCH JURISDICTIONS, THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY ONLY TO THE EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTIONS.

10. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Puzzle Duck (including, without limitation, Puzzle Duck ´s officers, directors, agents, and employees), the National Basketball Players Association and its individual members, National Basketball Players Inc. d/b/a THINK450 and Gabriel Danon from any claim, demand, damages or other losses, including, without limitation, reasonable attorneys' fees, asserted by any third-party resulting from or arising out of your use of the Services, or any breach by you of this Agreement.

11. THIRD PARTY PRODUCTS AND SERVICES

You understand that the Services may be linked to third party websites or services. Puzzle Duck makes nor promises in respect of such products or services provided by such third parties and you agree that Puzzle Duck does not endorse the same. In case you provide data to such third parties, you fully understand that you are providing it subject to such third party´s privacy policy (if any), and that in such case Puzzle Duck´s Privacy Notice does not apply in relation to such data.

12. AMENDMENTS OR UPDATES

Puzzle Duck may amend or update this Agreement from time to time. Whenever Puzzle Duck makes any update or amendment to this Agreement, appropriate measures will be taken by Puzzle Duck to inform you via the Services or otherwise. In case you continue to access or use the Services after updates or amendments become effective, you agree to be bound by the updated or amended Agreement.

13. SEVERABILITY

If any part of this Agreement is found to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect, to the maximum possible extend permitted by law.

14. NO WAIVER

Any failure by us to enforce or exercise any provision of the Agreement or related rights shall not constitute a waiver of that right or provision.

15. ASSIGNMENT

Puzzle Duck may assign this Agreement, in whole or in part, at any time. Notwithstanding, you may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement or the Privacy Policy without Puzzle Duck's express prior written consent.

16. ENTIRE AGREEMENT

This Agreement represents the complete agreement between you and Puzzle Duck concerning the Services and supersedes all prior agreements and representations, warranties or understandings between you and Puzzle Duck (whether negligently or innocently made but excluding those made fraudulently), regarding the same subject matter.

17. SURVIVAL

The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination, including but not limited to the restrictions, disclaimers, limitations, our rights to use submitted content, and governing law and jurisdiction; venue as well as the general provisions in this Section 17.

18. GOVERNING LAW AND JURISDICTION; VENUE

This Agreement shall be exclusively construed in accordance with the laws of the State of New York, USA, without regard to its principles of conflicts of laws and you consent to the exclusive jurisdiction of the courts in New York County, New York.

If the jurisdiction of your domicile prohibits Puzzle Duck from enforcing this choice of law provision, your rights based on the laws of your domicile will not be disregarded by this provision.

In case you have any questions about this Agreement, you may contact Puzzle Duck at: poeltl.admin@nbpa.com.