Overwolf Mod Authors Terms and Conditions

IMPORTANT NOTICE: THESE TERMS ARE SUBJECT TO A BINDING ARBITRATION PROVISION AND WAIVER OF CLASS ACTION RIGHTS, AS DETAILED IN SECTION 15.5 BELOW. YOU AGREE THAT ANY CLAIM OR DISPUTE AT LAW OR EQUITY THAT HAS ARISEN OR MAY ARISE PURSUANT TO THESE TERMS OR THE USE OF THE SERVICES, AS DEFINED BELOW, WILL BE RESOLVED IN ACCORDANCE WITH SECTION 15.5 BELOW. PLEASE READ THAT SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS.

Overwolf Ltd., a company organized under the laws of the State of Israel ("Overwolf") is the operator and distributor of CurseForge, which is an innovative game modding platform allowing for the creation and distribution of third party game related content for the use and enjoyment of the gaming community, including Mods. For the purpose of these Terms and Conditions, “CurseForge” includes the CurseForge app, website and CurseForge for Studios.  

"you", "your" or "Mod Author" means anyone who desires to develop or distribute Mods in the Platform and who accepts these Terms. Overwolf will provide Mod Authors with an Mod program interface for the Platform in order to assist Mod Author in developing Mods for use with the Platform, pursuant to the terms and conditions hereof.

Please read these terms ("Terms") carefully. These Terms govern your access to and use of the Platform (as defined below). By using the Platform, submitting your Mod or clicking "accept", you are entering into a legally binding agreement with Overwolf, meaning you agree to comply with and be bound by these Terms. You hereby signify your assent to both these Terms and our Privacy Policy. If you do not agree to any of these Terms, please do not use the Platform.

Your use of the Platform and the Platform API are further subject and governed by Overwolf Community Guidelines and Moderation Guidelines which are incorporated into the Terms by reference.

Note: Any use of Curseforge Platform API, shall be governed by CurseForge 3rd Party API Terms and Conditions which shall apply specifically on your use of Platform API (as such terms defined therein). All other uses of the Platform (as defined herein) or any functionality of Curseforge shall be subject exclusively to the terms of these Terms.  

If you are eligible to participate in our Rewards Program, please visit our Rewards Program Terms of Service which their terms shall apply.

1. Definitions. 

In these Terms the following terms when capitalized shall have the meaning set forth below.

 

1. "Mod(s)" means any code, software, a digital item (such as maps, skins and similar) or any custom content which is created by a Mod Author for a third party game. Provided that they comply with the foregoing definition (and without derogating), Mods may be informally referred to also as "add-ons", "maps", “plugins”, ”modpacks” or “packs”, “Custom Content”.
2. "Premium Mod(s)" means a high-quality Mod made for a specific third-party game, which is being sold to End-Users.  
3. "End User" means an end user consumer of the Platform who wishes to use a Mod.  
4. “Platform” means the functionality available on CurseForge for the creation and the distribution of Mods, excluding the Platform API (which shall be governed by the CurseForge 3rd Party API Terms and Conditions.

2. Use of Platform.
1. Usage. Subject to these Terms hereof, Overwolf shall allow the Mod Author to use the Platform to submit and distribute their Mods. The Mod Author is solely responsible for ensuring their Mods function properly with the third-party game it may interact with, including any future updated or modified versions of the game.
2. License from Overwolf. Subject to these Terms, Overwolf hereby grants you a limited, non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable, revocable license during the Term to use the Platform solely to develop, test, promote, measure, market, host, store, support, and operate your Mods. If the Platform include any libraries, sample code, or other materials we make available specifically for incorporation in the Mods (as indicated by the applicable documentation), you may incorporate those in your Mod and reproduce and distribute those as incorporated in the Mod you may also modify any such sample code to the extent necessary solely to incorporate it in the Mod. All sample code will be identified as such.
3. License to Overwolf. You grant Overwolf an unrestricted, worldwide, exclusive, royalty-free license to use, store, reproduce, distribute, display, perform, operate,  modify, adapt, and create derivative works of your Mod for the purpose of (a) operating and maintaining our Platform; (b) marketing, advertising and distributing of the Mods on the Platform  in any form, format, media, or media channels now known or later developed or discovered; (c) providing hosting services to you and on your behalf to enable storage and user access to Mods and to enable third-party hosting of such Mods; (d) making improvements to the Platform; (e) use, and share data on the use of Mod by End Users; and (f) ensuring compliance with these Terms. You hereby appoint Overwolf to be your agent for the above mentioned purposes.
4. Acceptance of Mods. Nothing herein shall require Overwolf to display or distribute any Mod, and Overwolf shall at all times have sole discretion as to whether to display or distribute any Mod. Overwolf may at any time, without notice and without providing reasons, cease all display or distribution of any or all Mods, or cease to provide any or all Mods with access to the Platform.
5. Third-Party Games Documentation. Your Mod may be required to meet certain requirements of the relevant third-party games. Overwolf has no liability or responsibility to provide you with such documentation, and may reject the distribution of your Mod for failing to meet third-party games requirements.  
6. Third-Party Licenses. The Platform may provide links to third-party websites or resources. You acknowledge and agree that Overwolf is not responsible or liable for the availability or accuracy of such websites or resources or the content, products, or services on or available from such websites or resources. You further acknowledge that Overwolf does not endorse such websites or resources or the content, products, or services on or available from such websites or resources.

3. Restrictions and Obligations of Mod Authors.
1. You are responsible for uploading your Mods to Overwolf, providing required information and support to End Users, and accurately disclosing the permissions necessary for the Mod to function.
2. You are responsible for maintaining the confidentiality of any credentials that Overwolf may issue to you or that you may choose yourself, and you are solely responsible for all Mods that are developed under your Mod Author credentials. Overwolf may limit the number of accounts issued to you.
3. End Users are instructed to contact you concerning any defects or performance issues in your Mods, and you are responsible for undertaking or handling the support and maintenance of your Mods and any complaints about your Mods.
4. Overwolf may allow End Users to rate and review Mods. Overwolf reserves the right to display Mods to End Users in a manner that will be determined at Overwolf's sole discretion. Your Mods may be subject to user ratings and reviews to which you may not agree.
5. Mod Author shall not, and shall not allow any third party, to (a) copy, sublicense, adapt, modify the Platform; (b) develop or distribute the Platform or Mod, except through the functionality expressly provided by the Platform, (c) disassemble, reverse engineer, attempt to find the underlying code of, or decompile the Platform, or (d) circumvent any security mechanisms of the Platform or API. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Mod Author shall inform Overwolf in writing in each instance prior to engaging in the activities set forth above. All uses of the Platform must be in accordance with applicable documentation.
6. Overwolf may, where reasonably feasible and subject to its discretion, provide you with certain aggregated or anonymized information, metadata or metrics relating to End-Users' usage of your Mods ("End-User Information"). You may use any End-User Information solely for your own Internal business purposes directly related to your Mods. You may not share such data with any third party, or attempt, either directly or indirectly, to re-identify or de-anonymize any End User based on End-User Information for any reason or purpose.
7. Unless agreed upon otherwise by Overwolf, Overwolf does not undertake an obligation to monitor the Mods or their content. If Overwolf becomes aware and determines that an Mod or any portion thereof (a) violates any applicable law; (b) violates these Terms, applicable policies, or other terms of service, as may be updated in accordance with their terms; or (c) creates potential liability for, or may have an adverse impact on Overwolf (for example, if a Mod is in violation of any obligations Overwolf may have to third-parties, or if an Mod has an adverse economic, reputational or security-related impact), then Overwolf may reject, remove, suspend or limit the visibility of your Mod on the Platform, at any time and without notice to you. Overwolf reserves the right to suspend or ban any Mod or Mod Author from Overwolf. If your Mod is rejected, removed, or suspended from the Platform then Overwolf may withhold payments due to Mod Author. If you wish to appeal any decision related to the above actions, please contact us at: Support@overwolf.com.

4. Representations and Warranties of Mod Author. 
1. You represent, warrant, and covenant that:
1. You are at least the legal age of majority in the jurisdiction where you reside, and you are able to form a legally binding contract. If Mod Author is a business or other legal entity and not an individual, then the individual entering into these Terms on Mod Author’s behalf represents that he or she has all necessary legal Mod Authority to bind Mod Author to these Terms;
2. You have the full right, power, and Mod Authority to enter into and fully perform these Terms. Before providing Overwolf or any End User the Mod, you will have obtained the rights necessary for the exercise of all rights granted under these Terms, and you will be solely responsible for and will pay any licensors or co-owners any royalties or other monies due to them related to your Mods;
3. You will maintain throughout the Term all rights and licenses that are required with respect to your Mods;
4. You represent and warrant to Overwolf that, you have the right to use, store, reproduce, transmit, , display, perform, and distribute your Mod on the Platform, and that use of your Mod by Overwolf and its End Users, in accordance with Overwolf terms and policies, will not violate the rights of any third party, or any applicable regulation or law, including the laws of any country in which your Mods are made available;
5. You (including your Mods), either directly or indirectly, will not create, submit or distribute any content or functionality, or engage in any activity, that violates any of Overwolf's Terms or Community Guidelines;
6. None of your Mods or the sale, distribution, or promotion thereof will either: violate any law; require Overwolf to obtain any license, Mod Authorization, or other permission from any governmental agency or other third party; contain any defamatory material; or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity or privacy, or moral rights);
7. You shall not straight up copy. Mod Authors cannot copy+paste code, text or design from other Mods on CurseForge. Overwolf encourages Mod Authors to innovate, and at the very least add a unique flavor to their Mods. If you feel like you’ve been copied, reach out to Overwolf and share your complaint with visual or technical references.
8. Your Mods may be imported to, exported from, and lawfully used in the United States, all countries in which we operate, and all the countries in which you’ve Mod Authorized sales to End Users (without the need for us to obtain any license or clearance or take any other action), and your Mods are in full compliance with all applicable laws governing imports, exports, and use, including those applicable to software that incorporates or makes use of information security technology, including but not limited to the export administration regulations maintained by the U.S. department of commerce and the trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control;
9. You further represent and warrant that you are not a Sanctioned Person. “Sanctioned Person” means any entity or individual that is, or is owned or controlled by persons that are, (i) the subject of any sanctions administered or enforced by the United States Department of the Treasury Office of Foreign Assets Control, the United States Department of State, or other relevant sanctions authority; (ii) included in the “Entity List” or the list of “Denied Persons” administered by the United States Department of Commerce, Bureau of Industry and Security; (iii) located, organized, or resident in any country or territory that is, or whose government is, subject to a general prohibition on imports, exports, or financial transactions under the economic sanctions laws of the United States; or (iv) otherwise the subject of the blocking of assets or other restrictions on transacting business with United States persons under any economic sanctions laws applicable to the United States.
10. Your Mods will not contain any viruses, spyware, “Trojan horses,” or other “malware” or harmful code, and will not cause injury to any person or damage to any property; 
11. You will include any attributions, copyright information, and other notices, terms, and conditions that may be required to be provided to End Users based on your use of third-party “open source” software or other third-party intellectual property in your Mod;
12. You shall promptly notify Overwolf of any claim by any third party that the Platform or any Mod, or any element of the foregoing, infringes the intellectual property rights, moral rights, or privacy rights of any third party. Mod Author shall not take any action, legal or otherwise, with respect to such matter without the prior written consent of Overwolf. Mod Author shall promptly remove, delete or modify any Mod as reasonably requested by Overwolf to ensure that such Mod does not include or present any infringing material;
13. You will not access or otherwise attempt to derive or use the underlying source code of the Platform without Overwolf's prior written permission. you may only access data from the Platform consistent with these Terms and, unless you have Overwolf's prior written permission, will only access the Platform documented on Overwolf;
14. To the extent that your Mod includes any promotional activity, sweepstakes or contest functionality provided, you represent that you are the sole sponsor of the promotion and that you and your Mod comply with any applicable laws and fulfill any applicable registration or other requirements in the country, territory, or region where you make your Mod available and the promotion is open. You agree that are solely responsible for any promotion and any prize, and also agree to clearly state in binding official rules for each promotion that Overwolf is not a sponsor of, or responsible for conducting, the promotion; and
2. If you violate any of the above representations, Overwolf reserves the right to remove your Mod from the Platform, in its sole discretion, for any reason or no reason at all, at any time. Overwolf reserves the right to decrease visibility of your Mods or withhold payments until the Mod Author has remediated its violations under this section 4.

5. Intellectual Property Rights.
1. Overwolf and its licensors have exclusive right, title and interest to the Platform and all enhancements, derivatives, bug fixes or improvements to the foregoing. These Terms, including any arrangement entered into between the Mod Author and the End Users, shall not be construed as a sale of any right any Platform or any part thereof, and any references to a sale of any of the foregoing shall mean only licenses of the right to use the Platform pursuant to the applicable terms and conditions in these Terms.
2. You expressly acknowledge that Overwolf, its licensors, and its End Users retain all worldwide rights, titles, and interest in and to the Platform, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data, insights into such data (including all derivative works, Mods), and all proprietary rights under the laws of the United States, any other jurisdiction, or any treaty.
3. Mod Author and their licensors shall have all right, title and interest to all Mods they develop, subject to Overwolf’s and their licensors’ rights in the underlying Platform.
4. Except as expressly provided in these Terms, nothing herein will be construed to confer any ownership interest, license or other rights upon Mod Author by implication, estoppel or otherwise as to any technology, intellectual property rights or products of Overwolf or any third party.

6. Payment and Taxes.

1. Monetization Opportunities. Overwolf offers its Mod Authors tools and opportunities to monetize their Mods. The following terms would apply to each monetization opportunity ("Monetization Opportunity") provided by Overwolf.

2. Rewards Program. Overwolf Rewards Program is a Monetization Opportunity that is available to eligible Mod Authors only. For additional details on our Rewards Program, please see our Rewards Program Terms of Service which are incorporated herein by reference.  

3. CurseForge Pro. Overwolf may allow eligible Mod Authors to offer subscriptions for End-Users. The subscriptions will allow End-Users access to new mods, features and early access materials etc., and all as allowed and or required in accordance with the Third-Party Games Documentation, as applicable. The revenue share will be determined on a case-by-case basis.

4. Premium Mods Payment Terms.
1. Premium Mods. Premium Mods are high quality Mods, only sold through CurseForge by a selected number of Mod Authors and are available on such platforms and/or games as decided and pre-approved by Overwolf (including cross-platform, if applicable). The revenue share for Premium Mod sale will be determined by Overwolf and in accordance with each applicable third-party game studio.  
2. Prices. The Premium Mods are presented to the End Users at the prices you set. The pricing shall be made in tiers offered by Overwolf. Once a pricing tier will be selected, it will apply to all platforms that distribute your Premium Mod. The selling price you set for the Premium Mods will determine the payment amount you will receive. 
3. Payment Terms and Taxes.  Payment will be made by Overwolf in USD on a monthly basis, on a net + 30 basis (unless otherwise agreed between you and Overwolf in a designated Insertion Order). Sales taxes are not included in the price of the Premium Mod, and if applicable, will be added on top of the Premium Mod price at the checkout.  As applicable, you are solely responsible for any taxes (including duties, imposts, and withholdings) on the sale or provision of the Mods to End Users.
4. Currency Conversations. To the extent applicable, currency conversion will occur at checkout by the payment processor. Overwolf is not responsible or liable for any conversion rates or any loss directing from such rates.
5. Refunds. To the extent the End-User did not install a Premium Mod for fourteen (14) days after download, you hereby consent that the End-User will be eligible to receive a refund on the amount paid for the Premium Mod. Notwithstanding, Overwolf reserves the right to refund an End-User in its sole discretion at any time. In case an End-User was found eligible for a refund, the amount will be deducted from payments due to the Mod Authors. Refunds are handled by the payment processors and are subject to the payment processors' respective terms and conditions.

5. We do not make any representation or warranty regarding any revenue you can expect at any time in connection with these Terms and Monetization Opportunities, and we will not be liable for any actions you undertake based on your expectations.

6. Audits. Mod Author shall maintain complete and accurate records concerning amounts received in connection or related to Mods, which records shall contain sufficient information to permit Overwolf to confirm the accuracy of payments made hereunder. Mod Author shall retain such records relating to a given calendar quarter for at least two (2) years after the conclusion of that calendar quarter. During such two (2) year period, Overwolf shall have the right to cause an independent, certified public accountant to inspect Mod Author’s records during normal business hours for the sole purpose of verifying any payments delivered under these Terms. The parties shall reconcile any underpayment or overpayment within thirty (30) days after the accountant delivers the results of the audit. In the event that any audit performed under this subsection reveals an underpayment in excess of three percent (3%) in any calendar year, Mod Author shall bear the full cost of such audit.

7. Payment Solution. Acting as your agent for the sale of Premium Mod and CurseForge Pro, and with you acting as a principal, Tebex is the merchant of record for Mods made available or sold to End Users. Any payments made to the Mod Authors by End User in respect of the Mod ("App Payments") shall be collected and processed by the Tebex checkout system (“Tebex Services”). Payment shall be subject to Mod Authors acceptance of Tebex Services terms and conditions, Privacy Policy and any applicable policies and rules, and/or applicable fees as such may apply on the Tebex Services.

7. Support.
1. Platform Support. Overwolf shall use reasonable efforts to diagnose and correct verifiable and reproducible problems in respect of the Platform. Mod Author shall make best efforts in assisting Overwolf to reproduce the problem. Overwolf shall not have any obligations to provide support in respect of (a) the Platform if not used in accordance with applicable documentation, or (b) the interface of the Mod. Overwolf may provide you with support or modifications for the Platform at our sole discretion and Overwolf may stop providing support or modifications to you at any time without notice and without any obligation or liability to you.
2. End User Support. Mod Author shall serve as the sole initial point of contact for all inquiries and support requests from End Users which make any use of any Mod. If End User support requests cannot be resolved by Mod Author, Mod Author may forward such support requests to Overwolf for input during Overwolf’s normal support hours, provided that Mod Author shall at all times remain the point of contact for all End Users of Mod.

8. Confidentiality. You will: (a) protect and not disclose information made available by Overwolf that is identified as confidential or that reasonably should be considered confidential (“Confidential Information”); (b) use Confidential Information only to fulfill your obligations under these Terms; and (c) either destroy or return all Confidential Information to us promptly when these Terms terminates (and, upon request, confirm such destruction in writing). This paragraph covers all Confidential Information regardless of when you receive it. 

9. Indemnification. Mod Author shall defend, hold harmless and indemnify Overwolf and its employees, consultants and affiliates, from any claims, demands, suits, actions, losses, liabilities, costs, damages or expenses (including without limitation reasonable attorneys’ fees), brought by a third party or government body, to the extent arising from : (i) Your use of the Platform in any manner that is inconsistent with these Terms; (ii) Your breach of your representations, warranties, or obligations in these Terms; or (iii) the performance, promotion, sale, or distribution of your Mod.

10. Warranty Disclaimers. The Platform is provided "As-Is". Overwolf expressly disclaims any warranties of merchantability, fitness for a particular purpose or non-infringement in respect of the Platform. Overwolf does not warrant that the Platform will meet Mod Author’s requirements, or that the operation of the Platform will be continuous or error-free, uninterrupted, virus-free, or secure. Overwolf may modify the platform at any time and without notice, and your sole remedy in respect thereof shall be to cease use of the Platform. Overwolf may cease to make the Platform available at any time and without notice.

11. Limitation of Liability. In no event will Overwolf be liable to you for any indirect, special, incidental, exemplary, punitive, or consequential damages or any loss of or damage to use, data, business, goodwill, or profits arising out of or in connection with these Terms or the Platform. Insofar as applicable law prohibits any limitation on liability herein, the Parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation compliant with applicable law. The Parties agree that the limitations on liabilities set forth herein are agreed allocations of risk and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy. Overwolf’s liability arising out of the Platform, whether based upon warranty, contract, tort or otherwise, shall not exceed amounts paid to Overwolf by Mod Author hereunder during the year prior to the occurrence of the damage.

12. Term and Termination.
1. Term. The term of these Terms shall commence as of the date accepted by the Mod Author and shall continue until terminated pursuant to the provisions hereof (such period of time being defined as the "Term").
2. Termination. Overwolf may immediately terminate or suspend these Terms, any rights granted herein, or your license to the Platform, at its sole discretion at any time, for any reason or no reason at all, with or without advance notice. Overwolf may further terminate, suspend, or discontinue the Platform or any part thereof or may provide limits on access or use of certain features or elements of the Platform. You may terminate these Terms at any time by ceasing use of all the Platform, or by withdrawing your Mod from the Platform. You may withdraw any and all of your Mods from the Platform, at any time, and for any reason.
3. Effect of Termination. Upon termination of these Terms for any reason Mod Author shall cease the use of the rights licensed hereunder including, for the avoidance of doubt, (a) cease all use of the Platform, (b) cease all distribution of the Mod and (c) ensure that no use may access any Mod, provided that nothing herein shall preclude Mod Author from distributing Mods, or allowing End Users to access Mods, outside of the Platform. The termination of these Terms solely with respect to one or more specific Mods shall not affect the parties rights hereunder with respect to other Mods. Notwithstanding the foregoing, Overwolf may continue to retain (but not distribute or display) any of your Mods or content on its own servers to the extent necessary to ensure the continued functionality of the Mods downloaded by End Users. Termination of these Terms shall not affect the obligations of Mod Author to pay Overwolf all amounts owing or to become owing to Overwolf hereunder on or before the date of such termination, as well as interest thereon to the extent any such amounts are paid after the date they became or will become due pursuant to these Terms. Any revenue received after the termination of these Terms in respect of or connected to the Mod shall continue to be shared among the parties according to the provisions hereof.

13. Relationship with End-Users.

1. You are responsible for all aspects, legal or otherwise, of managing the relationship with any End Users as it relates to the use of your Mod. Deprecating, discontinuing, or taking down your Mod, either by you or Overwolf, does not affect the rights of End Users who have entered into a contract with you or paid you for the use of that Mod or your obligations thereunder, including delivery and support.

2. Overwolf is not responsible for any product liability claims, failure to meet applicable legal or regulatory requirements, or warranties, whether expressed or implied by law, covering your Mod and you may not hold out Overwolf as such.

14. Publicity. Overwolf shall have the right to include a reference to the Mod Author, the Mod Author's official name and logo, and the Mod Author's Mod, on Overwolf's website, Platform, marketing materials and in any of its current or future promotional materials.

15. Miscellaneous.

34. Notices. Any and all notices and communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, or received by confirmed facsimile or similar means of communication, or by mail or courier or, with respect to Mod Author, to the email address of Mod Author provided to Overwolf, including without limitation upon registration.

35. Relationship of Parties. Overwolf and Mod Author are and intend to remain independent parties. Nothing contained in these Terms shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, servant or employee of the other.

36. Survival. Sections 3 (Restrictions and Obligations of Mod Author), 4 (Representations and Warranties of Mod Author), 5 (Intellectual Property Rights), 8 (Confidentiality), 9 (Indemnification), 10 (Warranty Disclaimers), 11 (Limitation of Liability), 12.3 (Effect of Termination) and this Section 12.4 will survive expiration or termination of these Terms for any reason.

37. Entire Agreement; Modification, Amendment, Waiver; Severability. Overwolf reserves the right, at any time in our sole discretion, to amend or replace any part of these Terms and any document referred to herein, or any part thereof, at any time. You agree that we may notify you of any updated or new Terms by posting notice on Overwolf's website, so that they are accessible via a link from the home page or by providing you notice at the email address associated with your account. Except as explicitly set forth herein, all such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms. Your continued use of the Platform or any of Overwolf's services after such notice confirms your consent to and acceptance of such amendment. The most current version of these Terms will govern your use and access of the Platform. If you object to any such changes, your sole recourse is to cease accessing or using the Platform. These Terms (and the incorporated terms referenced) constitutes the entire and sole agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous understanding, agreements, representations or warranties, whether oral or written, with respect to the subject matter. No party shall be deemed to have waived compliance by any other party with any provision of these Terms unless such waiver is in writing, and the failure of any party at any time to enforce any of the provisions of these Terms shall in no way be construed as a waiver of such or any other provision and shall not affect the rights of any party thereafter to enforce such provisions in accordance with their terms. No waiver of any breach of any provision of these Terms shall be deemed the waiver of any subsequent breach thereof or of any other provision of these Terms. In the event that any provision of these Terms is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, such section shall be interpreted to give maximum effect to its terms as possible under law, and the remainder of these Terms, and the Mod of such provision in any other circumstances, shall not be affected thereby.

38. Binding Arbitration & Class Action Waiver.

PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH OVERWOLF AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM OVERWOLF, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

1. You agree that any claim or dispute at law or equity that has arisen or may arise between you and Overwolf relating in any way to or arising out of these Terms or your use of or access to the Services will be resolved in accordance with the provisions set forth in this Section 15.5.

2. You and Overwolf will attempt to resolve any dispute through informal negotiation within thirty (30) days from the date the notice of dispute is sent. That notice should contain proof of your relationship with Overwolf, the nature and legal basis for your or Overwolf’s dispute, and an individual monetary demand if you or we are seeking such relief. During this period, the parties shall use best efforts to settle any dispute, claim or disagreement. If the dispute is not resolved within such time period, you agree that any and all disputes or claims that have arisen or may arise between you and Overwolf relating in any way to or arising out of these Terms or your use of or access to the Platform shall be resolved exclusively through final and binding arbitration.

3. You agree that each of us may bring claims against the other only on an individual basis and individual capacity and not as a plaintiff or class member in any purported class, representative, or private attorney general action whether in arbitration or litigation, and the parties expressly waive their right to file a class action or seek relief on a class basis. The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim. Any relief awarded cannot affect other Overwolf users.

4. In all events, each party hereby knowingly, voluntarily and intentionally, waives (to the extent permitted by applicable law) any right it may have to a trial by jury of any dispute arising under or relating to these Terms or your use of or access to the Platform.

5. If a court decides that applicable law precludes enforcement of any of this paragraph’s prohibitions on class, representative, or private attorney general actions or proceedings as to any claim, then that claim (and only that claim) must be severed from the arbitration and resolved in court, subject to your and Overwolf’s right to appeal the court’s decision. All other claims will be arbitrated.

6. The arbitration shall be held in Tel Aviv, Israel (or at another mutually agreed upon location). The Israeli Arbitration Law, 5728-1968 shall govern the interpretation and enforcement of this agreement to arbitrate. The arbitration will be conducted by the Israeli Institute of Commercial Arbitration, under their rules and procedures as applicable, including the commercial arbitration rules, as modified by this agreement.

7. To the extent permitted by applicable law, any claim or dispute under these Terms and related to your access or use of the Platform must be filed within one (1) year from the date of the cause of action. If a claim or dispute is not filed within one year, you acknowledge that you shall have waived and will be deemed permanently barred from bringing such dispute.

8. With the exception of any of the provisions in the class action waiver, if an arbitrator or court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this agreement to arbitrate shall still apply.  If there is a final judicial determination that applicable law precludes enforcement of this Section’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court.

9. Exception – Litigation of Intellectual Property: Notwithstanding the parties’ decision to resolve all disputes through arbitration, Overwolf may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).

10. 30-Day Right to Opt Out of Arbitration: You have the right to opt-out and not be bound by the arbitration clause by sending written notice of your decision to opt-out to the following address: [insert email]. The notice must be sent within 30 days of your first use of the Platform, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of arbitration, Overwolf also will not be bound to arbitrate. 

11. Judicial Forum for Disputes.  Except as otherwise required by applicable law or provided in this Section 15.5, in the event that the agreement to arbitrate is found not to apply to you or your claim, you and Overwolf agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Tel Aviv-Jaffa, Israel.  Both you and Overwolf consent to venue and personal jurisdiction there.

39. Governing Law.

1. These Terms shall be governed by and interpreted in accordance with the laws of Israel excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under these Terms will be brought exclusively in courts located in Tel Aviv Yafo, Israel, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. You agree that these Terms and the rules, restrictions, and policies contained herein, and Overwolf's enforcement thereof, are not intended to confer and do not confer any rights or remedies on any person other than you and Overwolf.

2. These Terms and any disputes, claims, or causes of action arising out of or in connection with them will be governed as stated herein provided that this choice of governing law will not deprive you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the laws applicable where you habitually reside. In such cases, disputes shall be resolved in personal arbitration in accordance with National Arbitration and Mediation (“NAM”) rules. Where such consent to arbitration is not enforceable, disputes shall be resolved by the competent civil courts as determined by applicable law.

40. Assignment; Successors. Mod Author shall not assign any of their rights or obligations hereunder without the prior written consent of Overwolf, and any assignments in violation of the foregoing shall be void. Overwolf may assign their rights or obligations hereunder.

16. Contact Us.

As provider of the Platform, Overwolf has designated a single point of contact at Support@overwolf.com . This point of contact is available for our Mod Authors for any purpose, including addressing complaints and filing reports regarding illegal content.