Terms Of Use

These Terms of Use govern your relationship with Magic Potion Games Inc. (also “MPG,” “we,” “our,” or “us”). By accessing or using our website at www.magicpotiongames.com and all other websites, newsletters, social media pages, apps, or other electronic channels owned and maintained by MPG (collectively, the “Website”) and by using or purchasing any of our services via the Website or by telephone calls, e-mails, applications, or other electronic communications with us (collectively, the “Services”), our customers and visitors (also “you,” “your,” or “their”) agree to be bound to these Terms of Use (“Terms”).

We reserve the right to modify or discontinue this Website or the Services, or any portion thereof without notice to you or any third party. We may update these Terms from time to time. When we do, we will post the updated Terms with a revised effective date. For material changes, we will give reasonable advance notice through the Services, for example by a notice in the game or on the Website, before the changes take effect, and we will also email you where we have your email address. Material changes will take effect on the date stated in the notice. If you keep using the Services after that date, you accept the updated Terms. If you do not agree, you may stop using the Services and close your account before the effective date.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS WITHOUT MODIFICATION, THEN PLEASE DO NOT ACCESS OR USE THE WEBSITE OR OUR SERVICES. BY VIEWING, CONTINUING TO ACCESS, OR USING ALL OR ANY PART OF THE WEBSITE OR SERVICES, DOWNLOADING ANY MATERIALS, OR COMPLETING ANY APPLICATION PROCESS VIA THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF THESE TERMS ARE NOT ACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE USING THE WEBSITE AND SERVICES.

1. Website Access and Electronic Communication

The Website is controlled and operated by us from the United States. We make no representation that any part of the Website is appropriate or available for use in other locations. Those who choose to access the Website do so on their own initiative and at their own risk and are responsible for compliance with all applicable local laws. We reserve the right to discontinue the Website or to limit the availability of the Website to any person, geographic area, or jurisdiction, at any time and in our sole discretion for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms; (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Website to you is no longer commercially viable.

The Website is intended for informational purposes and to be used to access and purchase our Services. Not all of the Services described on this Website are available in all geographic areas of the United States. You may not be eligible for all of the Services described in this Website. We reserve the right to determine all eligibility for such Services in our sole discretion.

This Website and our corporate Services are intended for adults and are not directed to children. Our game Imagine Island is a separate, child-directed service with its own terms and privacy notice at imagineisland.game. If you are a parent or guardian, please review those terms before allowing a child to use Imagine Island.

By accessing or visiting the Website, sending an email, or otherwise communicating with us through the Website or in connection with our Services, you are communicating with us electronically and you agree to receive electronic communication from us, including by email and by posting to the Website. You agree that any electronic communication from us satisfies any legal requirements that such communication must be in writing. Except as otherwise agreed by you and MPG, you also agree that any communications that you submit or otherwise provide to us via the Website, by email or otherwise, are and will be treated as non-confidential and non-proprietary and that we will have the right to use such information in accordance with the Privacy Policy.

When you provide any information or material on our Website or otherwise, you acknowledge and agree that we do not guarantee that the materials will remain available to you or that you will qualify for the Services we offer.

2. Ownership and Restrictions on Use of Website Content

The Website and Services, including but not limited to any text, images, audio, video, product and price information, reviews, apps, information, analysis, materials, opinions, and email newsletters on the Website or in the Services (collectively, “Content”), belong to us or our licensors, unless otherwise expressly indicated by us in writing. No Content from the Website or Services may be captured, reproduced, transferred, sold, licensed, removed, deleted, augmented, published, transmitted, uploaded, reverse engineered, edited, posted, publicly displayed, linked, broadcast, or distributed or exploited by any other means, unless otherwise expressly permitted in these Terms or in writing by us. ANY DISTRIBUTION FOR COMMERCIAL PURPOSES IS STRICTLY PROHIBITED WITHOUT OBTAINING A LICENSE TO DO SO FROM US OR OUR LICENSORS OR UNLESS EXPLICITLY PERMITTED BY THESE TERMS. If you copy, reproduce, or retransmit any part of our Website or Services in breach of these Terms, your right to use our Website and Services will cease immediately and you must, at our option, return, destroy, or recall any copies of the Content you have made.

You may download and use Content displayed on the Website for your personal, non-commercial use only and only so long as you maintain and preserve any MPG copyright or proprietary notices. However, you may not download or use the Content displayed on the Website for commercial or public uses, unless expressly permitted by us in a separate writing.

You may not do any of the following while accessing or using the Website or Services: (i) access, tamper with, or use non-public areas of the Website or Services, MPG’s computer systems, or the technical delivery systems of our providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) forge any TCP/IP packet header or any part of the header information in any email, or in any way use the Website or Services to send altered, deceptive or false source-identifying information; or (iv) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Website or Services.

3. Accuracy of Website Content

All Website Content is intended for informational and entertainment purposes only. While the Content is believed by us to be honest and accurate, we and our third-party providers of Content do not guarantee the accuracy, completeness, usefulness, or timeliness of the Content on the Website. We do not endorse nor have any responsibility for any Content on the Website by anyone other than our authorized employees or spokespersons while acting in their official capacities.

The Content on the Website should never be relied upon as the sole basis for making any decisions to purchase products or services from MPG. We and our third-party providers, affiliates, agents, and licensors will not be liable for any purchase decisions made based on the Content and/or the Website. Any reliance on the Content is at your own risk, and you assume any and all risks associated with your purchase decisions.

4. Copyright and Trademarks

MPG respects copyright and other proprietary laws and expects you to do the same. We reserve the right to terminate your access to the Website or Services if you repeatedly infringe or are reasonably believed to have been repeatedly infringing the rights of copyright or other proprietary rights holders by way of the Website or Services.

Without limiting any other language in these Terms, you acknowledge and agree that the Website, Services, and Content are protected by copyright laws, trademark laws, other laws of the United States, and laws of other countries. Without limiting any other language in these Terms, you acknowledge and agree that the Website, Services, and Content, which includes all associated proprietary rights, are the exclusive property of MPG and our licensors. You further acknowledge and agree that all trademarks appearing on the Website, Services, and Content are owned by us or the third party that provides it. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary right notices incorporated in or accompanying the Website, Services, or Content.

5. Prohibitions and Rights

In connection with the acknowledgement of our rights, above, you agree not to:

• Use, display, mirror, or frame the Website or any individual element within the Website, including our name(s);
• Access, tamper with, or use non-public areas of the Website – e.g. our computer systems, etc.;
• Attempt to probe, scan, or test the vulnerability of any of our systems or networks;
• Breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us, any of our providers, or any other third party – e.g. other users, etc.;
• Attempt to access or search the Website through the use of any engine, software, tool, agent, device, or mechanism – e.g. spiders, robots, crawlers, data mining tools, etc. – other than the software and/or search agents provided by us;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation;
• Use any meta tags or other hidden text;
• Use any metadata utilizing our trademark or URL;
• Forge any TCP/IP packet header or any part of the header information in any email or posting;
• Use the Website in any way to send altered, deceptive, or false source-identifying information;
• Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used, contained, or displayed within the Website or Services;
• Interfere with or attempt to interfere with the access of any user, host, or network – e.g. sending a virus, overloading, flooding, spamming, mail-bombing, etc.;
• Collect or store any Personal Information from other users of the Website or Services;
• Impersonate or misrepresent your affiliation with any person or entity;
• Access the Website behind proxy servers or URL cloaking techniques; and/or
• Encourage or enable any other individual to do any of the foregoing.

You acknowledge and agree that we have the right to investigate and prosecute violations of any of the above prohibitions or any of these Terms to the fullest extent allowed under applicable law.

6. Enforcement

You also acknowledge and agree that we do not have an obligation to monitor your access or use of the Website or Services, but we retain the right to do so for the purpose of operating the Website and Services and ensuring compliance with these Terms as well as the law. At any time and without prior notice, we reserve the right to disable your access if we find a violation of these Terms or the law.

Any rights not expressly granted herein are reserved by us. We will determine your compliance with the Terms and the Privacy Policy in our sole discretion and our decision shall be final and binding. Any violation of the Terms or the Privacy Policy may result in restrictions on your access to all or part of the Website or Services and may be referred to law enforcement authorities. We, in our sole discretion, reserve the right to disqualify and terminate access or use of any individual found to be (a) tampering with the operation of the Website; (b) acting in violation of the Terms or the Privacy Policy; (c) acting in an unethical or disruptive manner; or (d) acting with intent to annoy, abuse, threaten, or harass us, our representatives, or any other individual in any manner related to the Website or Services.

MPG also reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce the Terms, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to user support requests, or (e) protect the rights, property, or safety of MPG, its users, and the public. MPG also reserves the right to remove Content alleged to be infringing another’s intellectual property rights without prior notice, at our sole discretion.

7. Online Payments

Payment Options. Most purchases of Services (“Purchases”) will occur electronically online and will require a valid, accepted, credit card or other payment method that we, in our sole discretion, elect to accept as payment. You authorize us, or our designated third-party payment provider, to charge the credit card or other accepted payment method you designate in the amount specified in connection with the transaction. If you desire to designate a different form of payment, or if there is a change in your payment information, you must update that information with us or with our designated third-party payment provider, as applicable, to reflect such change. You may experience temporary disruption of your access to the Services while we are verifying new payment information. If you transmit to us, or one of our designated third-party payment providers, a purchase request, you warrant that your use of the particular credit card or other accepted payment method is authorized and that all information that you submit to us, or our designated third-party payment provider, is true and accurate (including, without limitation, your credit card number, expiration date, and other account information), and you agree to pay all fees you incur.

Cancellations and Refunds. We, or our designated third-party payment provider, as applicable, reserve the right to refuse or cancel any Purchases or attempted Purchases at any time in our sole discretion. Further, we, or our designated third party payment provider, as applicable, may reverse certain transactions if we have a reasonable, good-faith belief that such transactions, alone or together with other transactions, are illicit, fraudulent, abusive, unlawful, or otherwise conducted in bad faith or as part of any form of unfair dealing (which could include such things as cheating, hacking, or other prohibited activity). EXCEPT AS OTHERWISE STATED IN THESE TERMS OR REQUIRED BY APPLICABLE LAW, ALL SALES AND PURCHASES ARE FINAL.

Changes in the Amount Authorized. If the amount to be charged to you varies from the amount you previously authorized (other than due to the imposition or change in the amount of Sales Taxes, if any), we, or our designated third party payment provider, as applicable, shall provide notice of the amount to be charged and the date of the charge at least ten (10) days before the scheduled date of the transaction. You agree that we, or our designated third-party payment provider, as applicable, may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Currency. Unless otherwise stated, all fees and charges are quoted and must be paid in U.S. Dollars. Purchases made in currency other than U.S. Dollars shall be made at the exchange rate designated in your agreement with your credit card or other acceptable payment method provider.

Taxes. Your Purchases may be subject to applicable sales tax, use tax, value added tax, or other similar taxes, duties, or tariffs (collectively, “Sales Taxes”). In the event that Sales Taxes apply, we, our designated third-party payment provider, or a Partner, as applicable, will collect the required Sales Taxes from you and remit it to the applicable tax authorities. Under most circumstances, the applicability of Sales Taxes will be determined by the residence of the person or entity making the purchase. We will not be responsible for any taxes on net income, or other taxes, duties, or tariffs associated with your Purchases, except for Sales Taxes as described in this section or as required by applicable law.

OFAC. We cannot take part in transactions that violate economic sanctions and trade restrictions, including those implemented by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. For example, we cannot participate in transactions involving designated people, places, or items that originate from those places, as determined by agencies like OFAC. These restrictions generally prohibit transactions involving certain areas (e.g. Crimea, Cuba, Iran, North Korea, and Syria), or any individual or entity operating or residing in those places or individuals, or entities identified on sanctions lists such as OFAC’s Specially Designated Nationals (“SDN”) List or Foreign Sanctions Evaders (“FSE”) List. We take steps to ensure compliance with these regulations including, but not limited to: we prohibit access to the Services in certain geographic locations; we reserve the right to request additional information from you, or ask you to take other steps to help us meet compliance obligations; if suspect you are operating your account from a sanctioned location or are in violation of any economic sanction or trade restriction, we may suspend, terminate or take other action on your account; we prohibit any user from using the Services on behalf of or to benefit any individual or entity subject to sanctions. Our payment partners may independently monitor financial transactions for sanctions compliance and may block transactions as part of their own compliance programs. Economic sanctions and trade restrictions are updated frequently and may result in changes to our services to any individual, entity, country or region as we comply with such sanctions and restrictions.

8. Third-Party Links and Partners

These Terms only apply to our Website and Services. The Website and Services may include links to or utilize the services of third-party websites, resources, resellers, and business partners of ours (“Third-Party Partners”). Because we do not have control over such Third-Party Partners, we do not make any representations about any Third-Party Partners. You acknowledge and agree that we are not responsible for the availability of the external websites, resources, or services of such Third-Party Partners. We do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such Third-Party Partner websites, resources, or services. If provided, you should review the terms and conditions of Third-Party Partners, which are separate and unrelated to these Terms.

9. Release

You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, these Terms, the Website, the Content or the Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

10. Disclaimer

THE WEBSITE, SERVICES, AND CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED BY MPG IN WRITING. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, WE EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, AND OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. ALSO, WE EXPLICITLY DISCLAIM ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE WEBSITE, SERVICES, OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, ERROR-FREE BASIS, OR THAT THE WEBSITE, SERVICES, OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM ANY RESPONSIBILITY FOR HARM TO YOUR PHONE, COMPUTER, OTHER ELECTRONIC DEVICES, CAR, LOSS OF DATA, OR OTHER HARM THAT MAY RESULT FROM ACCESS TO OR USE OF THE WEBSITE OR SERVICES, INCLUDING BUT NOT LIMITED TO CONTRACTION OF A COMPUTER OR PHONE VIRUS.

WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, OR COMPLETENESS OF ANY CONTENT OR SERVICES PURCHASED OR OBTAINED THROUGH OR IN CONNECTION WITH THE WEBSITE, OR THAT DEFECTS WILL BE CORRECTED. CONTENT PROVIDED OR EXPRESSED ON THE WEBSITE, INCLUDING THAT OF THIRD PARTIES, MAY NOT REFLECT OUR POLICIES OR CONFORM TO ANY AGREEMENT YOU MAY HAVE WITH US.

For clarity, no advice or information, whether oral or written, obtained from us, the Website, or the Content will create any warranty not expressly made herein.

You acknowledge and agree that your access to and use of the Website, Services, and Content is dependent upon access to telecommunication services and internet services. You shall be solely responsible for acquiring and maintaining all telecommunication services, internet services, and other hardware and software required to access and use the Website, Services, and Content.

You agree that your access to and use of the Website or Content and your purchase of Services on or in connection with the Website are at your sole risk, whether known or unknown to you.

11. Limitation of Liability

Without limiting the foregoing, you also acknowledge and agree that MPG and its officers, directors, members, managers, stockholders, employees, agents, third-party providers, affiliates, or licensors are not and will not be responsible for, liable for, or incur any claims, causes of action, suits, penalties, fines, losses, damages, costs, or expenses, including attorneys’ fees (“Claims”) arising out of or in connection with these Terms or from your access to, use of, or inability to access or use the Website, Content, or Services provided on the Website for or arising out of the following:

• Personal or bodily injury, death, emotional distress, or property damage;
• Interactions or meetings with other users of the Website, Services, or Content or other persons with whom you communicate or interact with as a result of your use of the Website, Services, or Content;
• Loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any telecommunication services and internet services or the failure of such services that you use to access or use the Website, Services, or Content; and
• Any other Claims arising out of or relating to your acts or omissions or the acts or omissions of any third party, whether in contract, warranty, strict liability, negligence, or other legal theory regardless of whether or not we have been informed of the possibility of such Claims, even if a limited remedy set forth herein is found to have failed of its essential purpose.

The foregoing limitations apply even if we have been advised of the possibility of such damages (or they are otherwise foreseeable), or if such Claims result from: (a) the use or the inability to use the Website or results of the use of the Website or any materials posted on it, however arising and whether caused by tort (including negligence), breach of contract or otherwise; (b) the cost of procurement of substitute products or services resulting from any products, data, information, or services obtained or messages received or transactions entered into through, from or as a result of the Website; (c) unauthorized access to or alteration of your transmissions or content; (d) statements or conduct of any third party on the services or Website; or (e) any other matter relating to the products or services we offer or the Website. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Without limiting the foregoing, you acknowledge and agree that if we are found liable for any of the foregoing Claims or for any other Claims arising hereunder, including the breach of these Terms, we and any other person or entity involved in creating, producing, or delivering any of the foregoing will under no circumstances be liable for any incidental, special, exemplary, punitive, or consequential damages, including, without limitation, lost profits, loss of data, loss of goodwill, or the cost of acquiring substitute products or services, whether in contract, warranty, strict liability, negligence, or other legal theory, regardless of whether or not we have been informed of the possibility of such Claims, even if a limited remedy set forth herein is found to have failed of its essential purpose. TO THE GREATEST EXTENT PERMISSIBLE BY LAW, MPG’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING FROM OR RELATING TO THESE TERMS, THE WEBSITE OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT THAT YOU HAVE PAID TO MPG IN CONNECTION WITH THE SAME IN THE 6 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH CAUSE OF ACTION, PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO ANY CAUSE OF ACTION ARISING OUT OF MPG’S WILLFUL MISCONDUCT, FRAUD OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

The limitation of liability set forth above is a fundamental element of the basis of the bargain between us and you. The limitation of liability set forth above shall apply to every form of action, whether in contract, warranty, strict liability, negligence or other legal theory, and shall survive any breach of the Terms, the Privacy Policy, the Agreement, or any agreement or the failure of the essential purpose of the Terms, the Privacy Policy, the Agreement, any agreement, or any exclusive remedy.

Without waiving the exclusive governing law provision set forth below, some states do not allow the exclusion or limitation of liability for consequential or incidental damages. Therefore, the above limitation may not apply to you. In such states, our liability is limited to the fullest extent allowed under applicable law.

YOU AGREE THAT ANY CLAIM BY OR THROUGH YOU RELATING IN ANY WAY TO THE TERMS, THE PRIVACY POLICY, THE WEBSITE, THE CONTENT, OR OTHERWISE WITH RESPECT TO THEIR SUBJECT MATTER, REGARDLESS OF FORM OR THE BASIS OF THE CLAIM, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN (OR IF MULTIPLE CAUSES, FROM THE DATE THE FIRST SUCH CAUSE OF ACTION AROSE) OR ELSE SUCH CAUSE OF ACTION IS PERMANENTLY WAIVED.

12. Term and Termination.

Subject to this Section, these Terms will remain in full force and effect while you use the Services.

You may terminate this Agreement with respect to the Services by deleting the Services and all copies thereof from your devices.

We may suspend or terminate your rights to use the Services at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement, in which case we may terminate your account, if applicable, or otherwise terminate your ability to access the Services.

Upon termination, all rights granted to you under this Agreement will also terminate, and you must cease all use of the Services and delete all copies of the Services from your device and account, if applicable. Termination will not limit any of our rights or remedies at law or in equity. We will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for the deletion of your information and content.

Even after your rights under this Agreement are terminated, any provision of the Terms that must survive to allow us to enforce its meaning shall survive termination for any reason.

13. General Provisions

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Our prominent posting of notice of such changes on our website will also be considered effective notice of such changes. We may update these Terms from time to time. When we do, we will post the updated Terms with a revised effective date. For material changes, we will give reasonable advance notice through the Services, for example by a notice in the game or on the Website, before the changes take effect, and we will also email you where we have your email address. Material changes will take effect on the date stated in the notice. If you keep using the Services after that date, you accept the updated Terms. If you do not agree, you may stop using the Services and close your account before the effective date.

The Terms and the Privacy Policy, as they may be amended from time to time, constitute the entire and exclusive understanding and agreement between us and you regarding the Website, Services, and Content. The Terms and the Privacy Policy supersede and replace any and all prior oral or written understandings or agreements between MPG and you regarding those subjects. Notwithstanding the foregoing, any terms in a signed agreement between you and MPG related to the Services will supersede and replace terms contained herein to the extent the terms conflict.

If any provision of the Terms or the Privacy Policy is found by a court of valid jurisdiction to be invalid or unenforceable, the remainder of the Terms and the Privacy Policy shall remain in full force and effect and shall be enforced to the fullest extent allowed under applicable law.

No waiver or failure by us to enforce any provision of the Terms or the Privacy Policy shall be valid unless in writing and signed by an officer of MPG.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. We may assign or transfer these Terms at our sole discretion without restriction and notice to you. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Your relationship to us is that of an independent contractor, and neither party is an agent or partner of the other. Headings in the Terms and the Privacy Policy are purely for reference and shall not affect the meaning of any term or condition. As used in the Terms and the Privacy Policy, the words “include,” “including,” “e.g.,” “such as,” and variations thereof shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” A printed version of the Terms or the Privacy Policy, and of any electronic notice pertaining to the Terms or the Privacy Policy, shall be admissible in a judicial or administrative proceeding to the same extent, and subject to the same restrictions, as any other contract, document, or record originally in printed form.

The Terms constitute a written agreement between you and us.

The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from us, or any products utilizing such data, in violation of the United States export laws or regulations. You must comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside your jurisdiction or country.

14. Disputes and Arbitration Agreement

Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.

Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court must be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

Notice Requirement and Informal Dispute Resolution: Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to the Company attn.: Terms of Use Dispute at the address listed in Section 16 (or such other address as may be provided by the Company for this purpose. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration: You agree that any dispute, claim or controversy arising hereunder or relating in any way to these Terms and not informally resolved will be settled by binding individual arbitration conducted by National Arbitration and Mediation (“NAM”), https://namadr.com, according to NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Dispute arises (the “Rules”), as modified by these Terms. The arbitration will be conducted by a single arbitrator and may be conducted remotely.

The arbitrator’s decision is final, except for a limited review by courts under the U.S. Federal Arbitration Act and can be enforced like any other court order or judgment.

The party filing a claim or counterclaim in the arbitration proceeding must pay the deposit(s) determined by NAM with respect to such claim or counterclaim.

All other costs associated with the arbitration must be paid as determined by the arbitrator(s) and, in absence of such determination, equally by each party to the arbitration.

In addition, unless the arbitrator awards payment of reasonable attorney and other fees to a party, each party to the arbitration will be responsible for its own attorneys’ fees and other professional fees incurred in connection with the arbitration.

Determinations of the arbitrator will be final and binding upon the parties to the arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The arbitrator will apply the substantive law of the State of Delaware, without giving effect to its conflict of laws provisions.

Coordinated Filings: If 25 or more Notices of disputes are sent that raise similar claims and have the same or coordinated counsel, these will be considered “Coordinated Cases” and will be treated as mass filings or multiple case filings according to the Rules, if and to the extent Coordinated Cases are sought to be filed in arbitration as set forth in this Agreement. Disputes over whether a case or cases meet the contractual definition of “Coordinated Cases” will be decided by the arbitration provider as an administrative matter. Demands for Arbitration in Coordinated Cases may only be filed with the arbitration provider as permitted by the bellwether process set forth below. Applicable statutes of limitations will be tolled for claims asserted in a Coordinated Case from the time a compliant Notice of Dispute has been received by a party until, under the terms of this Agreement, the Coordinated Case is filed in arbitration or, as provided for below, in court.

Once counsel in the Coordinated Cases has advised us that all or substantially all Notices of dispute have been provided for those cases, counsel for the parties shall confer in good faith regarding the number of cases that should proceed in arbitration as “bellwethers,” to allow each side a reasonable opportunity to test the merits of its arguments. If counsel for the parties do not agree on the number of bellwethers, an even number will be chosen by the arbitration provider as an administrative matter (or, in the arbitration provider’s discretion, by a process arbitrator). Factors that the arbitration provider may consider in deciding how many bellwether trials to order include the complexity of the dispute and differences in facts or applicable laws among various cases. Once the number of bellwethers is fixed, by agreement or by the arbitration provider, each side shall select half that number from among the claimants who have provided compliant Notices of dispute, and only those chosen cases may be filed with the arbitration provider. No other cases may be filed until those bellwether matters have concluded, and we cannot be required to pay any fees associated with arbitration demands other than those permitted to be filed as bellwethers. The parties acknowledge that resolution of Coordinated Cases not selected as bellwethers will be delayed by this bellwether process.

Unless the parties agree otherwise, each bellwether trial should be assigned to a different arbitrator.

Only bellwether trials will proceed in arbitration. Once all bellwether trials have concluded (or sooner if all parties’ counsels agree), the parties must engage in a single mediation of all remaining Coordinated Cases, with each side paying half the applicable mediation fee. If we cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter.

If the mediation does not yield a global resolution, this arbitration requirement will no longer apply to Disputes that are the subject of Coordinated Cases for which a compliant Notice of dispute was received by the other party but that were not resolved in bellwether proceedings. Such disputes may be filed only in the state courts in the State of Delaware or if federal jurisdiction exists, in the United States District Courts located in the State of Delaware for, and you consent as part of the Agreement to venue such cases exclusively in these courts. To the extent you are asserting the same claims as other persons and are represented by common or coordinated counsel, you agree to waive any objection that the joinder of all such persons is impracticable.

Waiver of Jury Trial: THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. In the event any litigation should arise between you and the Company in any state or federal court, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Agreement shall continue in full force and effect.

Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, complaint or remedy under the EU General Data Protection Regulation, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in the State of Delaware for such purpose

15. Privacy

For information and notices concerning our collection and use of your Personal Information, please review our Privacy Policy.

We may electronically monitor areas of the Website and may disclose any Content, logs, records, or electronic communication of any kind (a) to satisfy any law, regulation, or government request; (b) if such disclosure is necessary or appropriate to operate the Website; or (c) to protect our rights or property or our third party partners, sponsors or advertisers, service providers, licensors, or any other user of the Website.

16. Notices

Any notices or other communications permitted or required hereunder, must be in writing.

For clarification on or if you have any questions regarding these Terms, the Privacy Policy, the Website, the Services, or the Content or to report a violation of these Terms please contact:

To obtain a copy of these Terms, you may print a copy or contact us to request one.

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Updated and effective as of June 2026