Terms of Service

1. Overview. Puzzle Clubhouse is an online community that provides a unique opportunity for users to contribute to and interact with the game development process. The website allows each user, to interact with its Content in several ways depending on their user status. Please find below, a brief summary of how a user’s status relates to his or her interactions with the website Content:

Visitor:
Access all Content on the Website.

Registered User:
Access all Content on the Website; receive Puzzle Pieces every time you log-in to your Account; vote on Subscriber Submitted Content; provide comments on Subscriber Submitted Content; and contribute to Website forums.

Subscribed User:
Access all Website Content; create a custom avatar; receive Puzzle Pieces each day regardless of whether you log-in to your account; submit Content; vote on Subscriber Submitted Content; provide comments on Subscriber Submitted Content; and contribute to Website forums.

2. Acceptance. By using or visiting this website and accessing any Content available through the [puzzleclubhouse.com] domain name, (collectively referred to as the "Puzzle Clubhouse Website", the “PCH Website”, or "Website"), you signify your agreement to (i) these terms and conditions (the "Terms of Service") and the Puzzle Clubhouse Privacy Policy found at [www.puzzleclubhouse.com/ privacypolicy] (“Privacy Policy”), which is incorporated herein by reference. If you do not agree to any of these terms, then please do not use the PCH Website.

Although we may attempt to notify you when major changes are made to these Terms of Service, Puzzle Clubhouse may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. All such modifications shall be effective immediately. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.

3. Website Access.

A. Puzzle Clubhouse hereby grants you permission to use the Website as set forth in this Terms of Service, provided that: (i) unless you are the content's original creator, you will not copy or distribute any part of the Website in any medium without Puzzle Clubhouse's prior written authorization; (ii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; and (iii) you will otherwise comply with the terms and conditions of these Terms of Service as well as local, state and federal laws and regulations.

B. Furthermore, you agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Website in a manner that sends more request messages to the Puzzle Clubhouse servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Puzzle Clubhouse grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Puzzle Clubhouse reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their Subscriber Submissions (as defined below).

C. At any time and without prior notice, Puzzle Clubhouse may terminate a user's access to the Website and/or terminate a user's Account and delete all Subscriber Submitted Content, if it, in its sole discretion, determines that the user has violated these Terms of Service.

D. By accessing the Website you affirm that you are over the age of thirteen (13), as the Website is not intended for children under thirteen (13) without the express written consent of a legal parental or guardian. For information relating to our Websites compliance with the Children’s Online Privacy Protection Act (COPPA) please see our Privacy Policy at [www.puzzleclubhouse.com/ privacypolicy].

4. Registered Users.

A. You must register a Puzzle Clubhouse account to become a registered user of the Website (“Registered User”).

B. To be eligible to register an account, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. By becoming a Registered User, you agree to: (a) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; and (b) be financially responsible for your use of the Website and all purchases made using the Website.

C. You agree to provide true, accurate and complete information as prompted by the registration form at [www.puzzleclubhouse.com/registration] and to update this information to maintain its truthfulness, accuracy and completeness.

D. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Puzzle Clubhouse immediately of any breach of security or unauthorized use of your account. Although Puzzle Clubhouse will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Puzzle Clubhouse or others due to such unauthorized use.

E. If you suspect that your account has been compromised, you should contact Puzzle Clubhouse Customer Service at [www.puzzleclubhouse/support] so that the matter can be investigated. Puzzle Clubhouse, in its sole discretion, may require additional information and/or documentation to verify your claim, and once Puzzle Clubhouse has the information that Puzzle Clubhouse deems necessary to verify your claim, Puzzle Clubhouse will take corrective action. Regardless of any actions Puzzle Clubhouse may take on your behalf, you acknowledge and agree that Puzzle Clubhouse has sole and absolute discretion in determining whether or not your claim is valid and, if so, the appropriate remedy.

F. Being a Registered User will entitle you to (i) receive Puzzle Pieces each time you log-in to your account; (ii) vote on Subscriber Submitted Content; (iii) provide comments on Subscriber Submitted Content; and (iv) contribute to Website forums. Note, a more detailed description of the things that Registered Users are permitted to do on the Website can be found at [www. puzzleclubhouse.com/ registeredusers].

5. Subscribed Users.

A. Registered Users may purchase a subscription to the Website and become a subscribed user (“Subscribed User”) by visiting [www.puzzleclubhouse.com/ecommerce] and following the instructions provided.

B. Being a Subscribed User will entitle you to create a custom avatar; receive Puzzle Pieces each day regardless of whether you log-in to your account, submit Content; vote on Subscriber Submitted Content; provide comments on Subscriber Submitted Content; and contribute to Website forums. Note, a more detailed description of the things that Subscribed Users are permitted to do on the Website can be found at [www.puzzleclubhouse.com/subscribedusers].

6. Puzzle Pieces.

A. Puzzle Pieces allow Registered Users and Subscribed Users to vote on Subscriber Submitted Content in accordance to the rules of voting found at [www.puzzleclubhouse.com/voting].

B. Registered Users and Subscribed Users may purchase additional Puzzle Pieces by visiting [www.puzzleclubhouse.com/ecommerce] and following the instructions provided.

C. Puzzle Pieces have no cash value. Puzzle Clubhouse grants you a limited license to acquire and use Puzzle Pieces pursuant to the terms of this Agreement. A Puzzle Piece is non- transferable to another person or account, does not accrue interest, is not insured by the Federal Deposit Insurance Corporation (FDIC), and, unless otherwise required by law or permitted by these Terms of Service, is not redeemable or refundable for any sum of money or monetary value. Puzzle Pieces do not constitute a personal property right.

D. Certain minimums may apply to purchases of Puzzle Pieces. Puzzle Clubhouse reserves the right to change the minimum amounts applicable to Puzzle Pieces at any time. Puzzle Clubhouse will not send you a statement of itemized transactions for your purchases. In order to check the balance of your Puzzle Pieces, go to [www.puzzleclubhouse.com/account/transactionhistory] You are solely responsible for verifying that the proper amount of Puzzle Pieces have been added to your Account balance.

7. Intellectual Property Rights.

The content on the Puzzle Clubhouse Website, except all Subscriber Submissions (as defined below), including without limitation, the text, software, scripts (except where explicitly stated), graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Schell Games LLC, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.

Content on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Puzzle Clubhouse reserves all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of Subscriber Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the

Content for personal use, you must retain all copyright and other proprietary notices contained therein.

You agree not to circumvent, disable or otherwise interfere with security related features of the Puzzle Clubhouse Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Puzzle Clubhouse Website or the Content therein.

8. Subscriber Submissions.

A. The Puzzle Clubhouse Website permits Subscribed Users to submit videos, music, art, text and other communications to the Website ("Subscriber Submissions") for the hosting, sharing, and/or publishing of such Subscriber Submissions. You understand that whether or not such Subscriber Submissions are published, Puzzle Clubhouse does not guarantee any confidentiality with respect to any submissions.

B. You shall be solely responsible for your own Subscriber Submissions and the consequences of posting or publishing them. In connection with Subscriber Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Puzzle Clubhouse to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Subscriber Submissions to enable inclusion and use of the Subscriber Submissions in the manner contemplated by the Website and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Subscriber Submissions in the manner contemplated by the Website and these Terms of Service. For clarity, you retain all of your ownership rights in your Subscriber Submissions. However, by submitting the Subscriber Submissions to Puzzle Clubhouse, you hereby grant Puzzle Clubhouse a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Subscriber Submissions in connection with the Puzzle Clubhouse Website and Schell Games LLC's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Puzzle Clubhouse Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Puzzle Clubhouse Website a non-exclusive license to access your Subscriber Submissions through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such Subscriber Submissions as permitted through the functionality of the Website and under these Terms of Service.

C. In connection with Subscriber Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Puzzle Clubhouse all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Puzzle Clubhouse or any third party; (iii) submit material that is unlawful, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person; (vi) post photographs containing nudity and/or sexual situations. Puzzle Clubhouse does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Puzzle Clubhouse expressly disclaims any and all liability in connection with Subscriber Submissions. Puzzle Clubhouse does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and Puzzle Clubhouse will remove all Content and Subscriber Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. Puzzle Clubhouse reserves the right to remove Content and Subscriber Submissions without prior notice. Puzzle Clubhouse will also terminate a User's access to its Website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. Puzzle Clubhouse also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography or defamatory material. Puzzle Clubhouse may remove such Subscriber Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

D. Digital Millennium Copyright Act ("DMCA").

(1) Notice. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Puzzle Clubhouse's designated Copyright Agent to receive notifications of claimed infringement is Christopher F. Arnold, 2313 East Carson Street, Suite 200, Pittsburgh, PA 15203, email: [copyright@schellgames.com], fax: 412-390-0202. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

(2)      Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:

Your physical or electronic signature;

Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;

A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Pittsburgh, Pennsylvania, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Puzzle Clubhouse may send a copy of the counter- notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Puzzle Clubhouse's sole discretion.

F. You understand that when using the Website, you will be exposed to Subscriber Submissions from a variety of sources, and that Puzzle Clubhouse is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Subscriber Submissions. You further understand and acknowledge that you may be exposed to Subscriber Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Puzzle Clubhouse with respect thereto, and agree to indemnify and hold Puzzle Clubhouse, its owners and operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

G. Puzzle Clubhouse reserves the right to discontinue any aspect of the Puzzle Clubhouse Website at any time.

9. Warranty Disclaimer.

YOU AGREE THAT YOUR USE OF THE PUZZLE CLUBHOUSE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, PUZZLE CLUBHOUSE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. PUZZLE CLUBHOUSE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONSIN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PUZZLE CLUBHOUSE WEBSITE. PUZZLE CLUBHOUSE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PUZZLE CLUBHOUSE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PUZZLE CLUBHOUSE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

10. Limitation of Liability.

IN NO EVENT SHALL PUZZLE CLUBHOUSE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND

ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PUZZLE CLUBHOUSE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT PUZZLE CLUBHOUSE SHALL NOT BE LIABLE FOR SUBSCRIBER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Website is controlled and offered by Puzzle Clubhouse from its facilities in the United States of America. Puzzle Clubhouse makes no representations that the Puzzle Clubhouse Website is appropriate or available for use in other locations. Those who access or use the Puzzle Clubhouse Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

11. Indemnity. You agree to defend, indemnify and hold harmless Puzzle Clubhouse, its owners, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Puzzle Clubhouse Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your Subscriber Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Puzzle Clubhouse Website.

12. Assignment. These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Puzzle Clubhouse without restriction.

13. Third Party Websites. The Website may contain links to third party websites that are not owned or controlled by Puzzle Clubhouse. Puzzle Clubhouse has no control over, and assumes no responsibility or liability for, the content, privacy policies, or practices of any third party websites. In addition, Puzzle Clubhouse will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve Puzzle Clubhouse from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Puzzle Clubhouse Website and to read the terms and conditions and privacy policy of each other website that you visit.

14. Miscellaneous. You agree that: (i) the Puzzle Clubhouse Website shall be deemed solely based in Pennsylvania; and (ii) the Puzzle Clubhouse Website shall be deemed a passive website that does not give rise to personal jurisdiction over Schell Games LLC, either specific or general, in jurisdictions other than Pennsylvania. These Terms of Service shall be governed by the internal substantive laws of the State of Pennsylvania, without respect to its conflict of laws principles. Any claim or dispute between you and Puzzle Clubhouse that arises in whole or in part from the Puzzle Clubhouse Website shall be decided exclusively by a court of competent jurisdiction located in Allegheny County, Pennsylvania. These Terms of Service, together with the Privacy Policy at [www.puzzleclubhouse.com/privacypolicy] and any other legal notices published by Puzzle Clubhouse on the Website, shall constitute the entire agreement between you and Puzzle Clubhouse concerning the Puzzle Clubhouse Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Puzzle Clubhouse's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Puzzle Clubhouse reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Puzzle Clubhouse Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND PUZZLE CLUBHOUSE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PUZZLE CLUBHOUSE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.