Granite Terms of Service

Last revised: Sep. 21, 2018

These Granite Terms of Service (the “Agreement”) govern Your access to and use of certain services provided by Apogee Interactive, LLC dba Granite (“Granite,” “we,” “us,” or “our”). Granite has developed certain proprietary software and systems useful to video game players, through which Granite provides a variety of services to video game players (the “Platform”). The Platform enables end users to identify and register for opportunities to participate in previously scheduled online video gaming sessions with other end users of our services (the “Services”). The Services are available using the Granite website accessible at www.granite.gg (the “Site”).

The Granite Services are only offered to persons who are not residents of the European Union or any jurisdiction subject to the General Data Protection Regulation (“Excluded Person”). If You are an Excluded Person then You are not authorized to access the Services. By accessing the Services You represent and warrant that You are not an Excluded Person.

You must be at least thirteen (13) years old to use the Services. If You are not 13 years old, You may not use the Services.

This Agreement forms a binding contract between Granite and You. The Granite Privacy Policy is an integral part of this Agreement. If you use the Services you are accepting the terms and conditions of our Privacy Policy, as may be amended from time to time. Like the Privacy Policy, the Granite Code of Conduct forms an essential element of this Agreement. Your use of the Services demonstrates Your acceptance of the terms and conditions of our Code of Conduct. By accessing the Services through the Site, You agree that You have read this Agreement and agree to be bound by the terms and conditions of this Agreement. If You do not agree to be bound by all of the terms and conditions of the Privacy Policy, the Code of Conduct and this Agreement, You may not use the Services.

We may modify this Agreement at any time, any such modifications shall be effective immediately upon either posting of the modified agreement or notifying You. You agree to review this Agreement periodically to be aware of such modifications and your continued use of the Services shall indicate your acceptance of the modified agreement.

1. Access to the Services. For so long as You agree to the terms and conditions of this Agreement, You may use the Site and the Services. The rights granted to You by this Agreement will remain in force only for so long as we elect to continue providing the Services, or until your rights under this Agreement have been terminated as described below.

2. Additional Terms. In addition to this Agreement, when using particular functionalities and features that are part of the Services, You may be subject to additional guidelines, terms, or rules applicable to such functionalities and features, which may be posted from time to time and are hereby incorporated by reference into this Agreement. To the extent additional functionalities and features are provided to us by any of our partners, the additional terms that govern Your use of such functionalities and features are not incorporated into this Agreement, but shall govern Your use of such functionalities and features, and You hereby agree to comply with and be bound by such terms as a condition to Your access and use of such functionalities and features. This Agreement shall govern any corrections, bug fixes, enhancements, updates or other modifications to the Platform (collectively, "Upgrades") provided by Granite, except to the extent such Upgrades are accompanied by a separate terms of service, in which case the separate terms of service will govern.

3. Usage Restrictions. For purposes of this Agreement, the phrase “Granite Materials” refers to the Site and the Services, together. You may not copy, modify or transfer the Granite Materials or any component of the Granite Materials, in whole or in part. You may not reverse engineer, disassemble, decompile, or translate the Granite Materials, attempt to derive the source code of the Granite Materials, create any derivative work from the Granite Materials, or authorize any third party to do any of the foregoing. Any attempt to transfer any of Your rights, duties or obligations under this Agreement is void. You may not rent, lease, loan, resell for profit, or distribute the Granite Materials, or any part thereof, nor may You provide access to the Granite Materials for third parties in the nature of a service bureau or application services provider. You may not remove or alter any proprietary notice or legend regarding Granite’s proprietary rights in the Granite Materials. You may not use the Granite Materials except in accordance with applicable laws and regulations.

4. Ownership of Intellectual Property. As between You and Granite, You acknowledge that Granite and its licensors own and retain all proprietary rights in the Granite Materials (including all Upgrades thereto). The Granite Materials include copyrighted material, trademarks, and other proprietary information of Granite, and its licensors. There are no implied licenses under this Agreement, and all rights not expressly granted are hereby reserved. You agree that any questions, comments, or suggestions (collectively, "Feedback") that You send to Granite shall become the sole property of Granite. You further agree that Granite shall be free to use and exploit in any manner any ideas, concepts, know-how, methods, or techniques contained in such Feedback for any purpose without Your consent and without payment of any consideration, and You hereby assign all rights, title and interest in such Feedback to Granite.

5. Acceptable Use. You agree not to use the Services in any manner that violates this Agreement. You understand and agree that Granite may (but is not obligated to) review any content, communication, information, material, messages, photos, videos, URLs, profiles and the like (collectively, “Content”) that is uploaded, published or displayed using the Services and delete or refuse to accept any such Content, including, without limitation, any Content that in the sole judgment of Granite violates this Agreement or which might be offensive, inappropriate, illegal, or that might violate, harm, or threaten the rights or safety of other users or third parties. You agree that You are solely responsible for all Content which You transmit to others using the Services. You represent and warrant that You have the lawful right to upload and transmit such Content, and that our reproduction, storage, transmission and display of such Content on Your behalf will not violate the rights of any third parties. You hereby grant to us a non-exclusive license to use, reproduce, display, create derivative works of, distribute and transmit all such Content as necessary to provide the features and functionality of the Services. You further hereby grant to us a non-exclusive license to review such content and/or to provide such content to governmental authorities and law enforcement as we determine necessary or appropriate to comply with applicable law and/or to enforce our rights under this Agreement. You further agree You will not use the Services in any way to defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities.

6. Account and Registration. To access the features of the Services You must register for an account. When You register for an account, You may be required to provide us with some information about yourself (such as your e-mail address or other contact information). You represent to us that the information you provide to us is and will be accurate and up-to-date at all times. When You register, You will be asked to designate a username and provide a password. You are solely responsible for maintaining the confidentiality of your username, account and password. You agree to accept responsibility for all activities that occur under your account. If You have reason to believe that your account is no longer secure for any reason (for example, in the event of a loss, theft or unauthorized disclosure or use of your password), then You agree to notify us immediately.

7. Events. Granite lists available opportunities for You to participate in previously scheduled online video gaming sessions attended by other end users (each an “Event”). Participation in each Event is subject to any terms specified in the Event’s listing. You may apply to participate in an Event using the Services, but the Event’s terms define how you will attend the Event. Granite does not conduct Events nor host any software facilitating an Event; Granite is only the Event organizer. You acknowledge you are responsible for obtaining access to gaming systems, gaming software, Internet access, and any other instruments necessary to participate in the Event, and Granite has no obligation to provide the foregoing. Participation in some Events are offered free of charge while other Events may require a fee to participate (each an “Event Fee”). In order to participate in an Event requiring an Event Fee, You must pay the Event Fee to Granite. The Event’s terms may specify a static Event Fee, participation by lottery, or participation opportunities may be available at auction and some Events may have a cap on the number of participants. We offer the opportunity for users who create Events requiring an Event Fee to receive compensation (“Registered Event Creator(s)”). You understand that You are purchasing the right to participate in the Event from Granite and not from a Registered Event Creator. All Registered Event Creators are third-parties providing a service to Granite.

Each Event may be cancelled at any time by Granite. At any time and in Granite’s sole discretion, Granite may: (i) determine whether or not you are eligible to participate in an Event, or (ii) remove you from the list of Event participants. Granite encourages all end users and Registered Event Creators to record Events they participate in. By participating in any Event, You consent to being recorded.

8. Third-Party Payment Providers. Your username and password will provide access to Your Granite account where You may purchase credits using any of the payment processors we make available within the Platform (e.g., PayPal). You may then use those credits to pay Event Fees. You acknowledge You are subject to additional terms and conditions associated to your account with such payment processor.

9. Refunds. Provided Granite has received an Event Fee from You for participation in a specific Event, Granite will provide a credit to Your Granite account in the amount of the Event Fee for the specific Event when (i) Granite determines You are not eligible to participate in the specific Event, (ii) You are removed from that specific Event’s participant list, (iii) Granite cancels the specific Event, or (iv) the specific Event does not occur for reasons other than your failure to participate in the specific Event. No refund will be granted for any Event(s) should you violate of our Code of Conduct prior to or during said Event(s).

10. Claims. If you have a complaint regarding an Event, within seventy two (72) hours of the scheduled start time you must either: (i) use the Services to flag the Event, or (ii) contact us using the contact information provided in Section 29. Based on Your complaint, Granite may suspend or terminate other end users’ accounts and if appropriate, and at Granite’s sole discretion, we may provide You a credit or refund for the Event Fee paid. You acknowledge that if You have not submitted a complaint within 72 hours of the scheduled start time of the Event you waive your right to request a refund and no credit will be provided.

11. Third Party Trademarks and Content; Copyright Agent. You acknowledge that the Services may display information, advertisements, media and trademarks provided to Us by third parties (collectively, “Third-Party Content”). YOU ACKNOWLEDGE AND AGREE THAT GRANITE IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, CURRENCY, SUITABILITY OR QUALITY OF THIRD-PARTY CONTENT AND SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH ANY PRODUCT, SERVICE OR OTHER OFFERING DESCRIBED HEREIN. You may not reproduce, publicly perform, publicly display, modify, create derivative works, or distribute any Third-Party Content.

12. Digital Millennium Copyright Act. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If You have any complaints or objections to material posted on the Services, you may contact our Designated Agent at the following address:

Apogee Interactive, LLC DBA Granite
9909 De Paul Drive
Bethesda, MD 20817
Attention: Customer Service

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

(i)an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

(ii)a description of the copyrighted work or other intellectual property that you claim has been infringed;

(iii)a description of the material that you claim is infringing and where it is located on the Service;

(iv)your address, telephone number, and email address;

(v)a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

(vi)a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

13. Third-Party Websites and Services. The Services may contain links to websites and/or services not operated by Granite. Granite is not responsible for the content, products, materials, or practices (including privacy practices) of such websites and/or services. You understand that by using the Services You may be exposed to third-party content that You find offensive, indecent or otherwise objectionable. Granite makes no warranty, representation, endorsement, or guarantee regarding any such third-party websites, any products or services accessible through such third-party websites, or any other third-party services. YOU ACKNOWLEDGE AND AGREE THAT GRANITE IS NOT RESPONSIBLE FOR THE CONTENT OR FUNCTIONALITY OF ANY THIRD-PARTY WEBSITE OR THE PERFORMANCE OF ANY THIRD-PARTY SERVICES, NOR FOR THE PRACTICES (INCLUDING PRIVACY PRACTICES) OF THE PROVIDERS OF ANY SUCH THIRD-PARTY WEBSITES OR SERVICES, AND GRANITE SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH ANY SUCH THIRD-PARTY WEBSITES, SERVICES, CONTENT, FUNCTIONALITY, PROVIDERS OR PRACTICES, OR THE QUALITY OR SUITABILITY OF THE FOREGOING. Granite encourages You to review the terms of use and privacy policies of all third-party websites You visit.

14. Registered Event Creator Applications. Subject to Granite’s approval, end users may apply to be a Registered Event Creator. In order to apply to be a Registered Event Creator you must submit an application using the Registered Event Creator registration features in the Services and must provide all information requested by Granite as part of the registration process, which may include, e.g., Internal Revenue Service Form W-9 and United States Citizenship and Immigration Services Form I-9. Granite, at its sole discretion, may approve or deny end user applications to be a Registered Event Creator. Once approved, Granite may at any time revoke a user’s Registered Event Creator status.

15. Proposed Events. If your application is accepted by Granite you will have access to certain features of the Services available only to Registered Event Creators, including features that enable proposal of Events where the Registered Event Creator receives a fee as designated in our published fee policy. Each Event proposal must include all information we require such as date, time and other event details (collectively the “Event Terms”). If the proposed Event is approved by Granite, the Registered Event Creator agrees to participate in the Event according to the Event Terms. Granite, at its sole discretion, may deny or propose modifications to the Event Terms. The Registered Event Creator will not be required to perform modified Event Terms until the Registered Event Creator has agreed to the modifications.

16. User Participation. Events approved by Granite, or Event Terms modified by Granite and agreed to by the Registered Event Creator, may be advertised through the Services. When an Event is advertised through the Services, end users of the Services may elect to participate in the Event. All Events approved by Granite may be cancelled by Granite at any time. The Registered Event Creator will not receive the fee designated in our published fee policy for any Events (i) cancelled by Granite, (ii) having zero participants, or (iii) not occurring according to the Event Terms.

17. Subcontractor Relationship. The Registered Event Creator shall perform pursuant to the terms and conditions specifically set forth in this Agreement and the Event Terms. In the event of a conflict between this Agreement and the Event Terms, the terms and conditions of this Agreement shall prevail. The Registered Event Creator, acting as an independent contractor and not as an agent for Granite, shall furnish all supplies, personnel and services and all things necessary for, or incident to, performance of the Event, for the consideration designated in our published fee policy. It is understood and agreed that the Registered Event Creator shall not be considered Granite’s employee. Accordingly, the Registered Event Creator shall have sole responsibility for paying taxes applicable to the fees received by the Registered Event Creator and other amounts due under applicable laws and regulations.

18. Registered Event Creator’s Payment. In consideration for the Registered Event Creator’s performance in accordance with this Agreement, Granite will deposit a credit in the Registered Event Creator’s Granite account in accordance with our published fee policy in effect at the time of the applicable Event in which the Registered Event Creator participated. We reserve the right to update the fee policy from time to time. Credits will be deposited within a reasonable time following the applicable event in which the Registered Event Creator participated, in accordance with our fee policy in effect at the time of the Event. Our fee policy is available here.

19. Disclaimer of Warranties. THE SERVICES ARE PROVIDED BY GRANITE ON AN “AS-IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRANITE HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT GRANITE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT SERVICES WILL BE ERROR-FREE, THAT ERRORS IN THE SERVICES WILL BE CORRECTED, THAT ANY CONTENT OR INFORMATION DISPLAYED WITHIN THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE, OR THAT THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to You.

20. Limitation of Liability. IN NO EVENT SHALL GRANITE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOSS OF PROFITS, LOST OR CORRUPTED DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER GRANITE WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE NATURE OF THE CLAIM OR THE THEORY OF LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL GRANITE BE LIABLE TO YOU, IN AGGREGATE FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT, FOR MONETARY DAMAGES IN EXCESS OF ONE DOLLAR (U.S. $1.00). IF YOU ARE A REGISTERED EVENT CREATOR, YOU AGREE GRANITE WILL HAVE NO LIABILITY IN CONNECTION WITH ANY CLAIMS BROUGHT AGAINST YOU BY A THIRD-PARTY IN CONNECTION WITH PARTICIPATING IN AN EVENT, AND YOU AGREE TO HOLD GRANITE HARMLESS IN CONNECTION WITH ANY SUCH THIRD-PARTY CLAIM.

IN ADDITION, TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, YOU HEREBY RELEASE US FROM ANY LIABILITY RELATED TO (I) ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH THE CONTENT TRANSMITTED THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INCORRECT OR INACCURATE INFORMATION, (II) THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES, (III) ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELECOMMUNICATIONS NETWORK, COMPUTER NETWORK OR SYSTEMS, EQUIPMENT OR SERVICES, (IV) ANY ERROR, OMISSION, INTERRUPTION OR DELAY IN OPERATION OF THE PLATFORM OR RELATED SERVICES, AND (V) ANY LOSS, DESTRUCTION, THEFT, MODIFICATION OR UNAUTHORIZED ACCESS TO ANY CONTENT TRANSMITTED USING THE SERVICES. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED THIS SETTLEMENT WITH THE DEBTOR”.

YOU UNDERSTAND THAT THE FOREGOING LIMITATIONS OF LIABILITY ARE AN ESSENTIAL BASES OF THIS AGREEMENT, AND WITHOUT THIS LIMITATION OF LIABILITY GRANITE WOULD BE UNWILLING TO GRANT YOU THE LICENSE AND RIGHTS GRANTED UNDER THIS AGREEMENT.

21. Contract Parties. You acknowledge and agree that this Agreement is a contract directly between You and Granite. You acknowledge that third-party business providers are not a party to this Agreement and shall have no obligations or liabilities to You or to any third party in connection with this Agreement.

22. Indemnity. You agree to hold harmless and indemnify Granite, its affiliates, and their respective officers, directors, employees and agents from and against all damages, liabilities and expenses (including attorneys’ fees and court costs) in connection with any claim brought by a third party and arising in connection with Your use of the Services and/or Your breach of this Agreement.

23. Termination. The Agreement will be in effect as of the date You accept this Agreement, or as of the date You first use the Services, whichever first occurs. You may terminate this Agreement at any time by ceasing Your use of the Services. This Agreement will terminate immediately without notice to You if You materially breach any term or condition herein. Upon termination, all rights granted to You under this Agreement will immediately cease. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 3, 4, 5, 13, 13, 17, 19, 20, 21, 22, 23, 24, 25, 26 and 27.

24. Government End Users. The Granite Materials are a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Granite Materials with only those rights set forth herein.

25. Applicable Law and Jurisdiction; Informal Dispute Resolution. You agree that this Agreement shall be governed by the laws of Maryland, without giving effect to any principles of conflicts of laws that would require the application of the laws of a different state. You also consent to the personal jurisdiction and venue of the state and federal courts located within Maryland for all disputes arising out of or relating to this Agreement. You further agree that, prior to instituting any suit or action in any court, You will exercise reasonable efforts to resolve any disputes arising in connection with this Agreement through informal, good faith discussions with us, and You will first permit us a reasonable opportunity to resolve any such disputes before resorting to any court proceedings.

26. General Provisions. This Agreement is personal to You, and You may not transfer, assign or delegate this Agreement to anyone without the express written permission of Granite. Any attempt by You to assign, transfer or delegate this Agreement without the express written permission of Granite shall be null and void. You acknowledge that Granite will have the right hereunder to so seek an injunction, if necessary to stop or prevent a breach of Your obligations hereunder. The paragraph headings in this Agreement are included only to help make the agreement easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver by us shall have effect unless such waiver is set forth in writing, signed by us; nor shall any such waiver of any breach or default constitute a waiver of any subsequent breach or default. This Agreement constitutes the complete and exclusive agreement between You and Granite with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

27. Contact Information. If you have any questions about this Agreement and/or regarding the Platform, the Site or the Services, please contact Granite at the following email address: [email protected]