MLB Tap Sports Baseball 2021 – Invite Friends Program

1. PROGRAM TERMS: These terms and conditions (the “Program Terms”) apply to your participation in the MLB TAP SPORTS BASEBALL 21 Invite Friends program (“Program“) offered by Glu Mobile Inc. (“Glu” or “we“). The Program is separate from any other rewards or loyalty program previously, currently, or at any point in the future, offered by Glu (as applicable), and relates solely to Glu’s mobile video game product titled MLB TAP SPORTS Baseball 2021 as available on the Apple App Store, Google Play Store and Amazon App Store (the “Game”). Access to and use of the Game is conditioned upon your acceptance of Glu’s terms of use located at https://www.glu.com/terms/ (the “TOU”), and these Program Terms do not alter the TOU which are incorporated herein by reference and contain additional terms and conditions. By participating in the Program and/or using the Invite Friends feature in the Game, you agree to be bound by and comply with these Program Terms and the TOU. If you are under the legal age of majority in your state of residence (a “Minor”), one of your parents or legal guardians agrees that they have read, understood, and agree to these Program Terms, and that such agreement constitutes acceptance of these Program Terms on behalf of you and themselves. Capitalized terms used but not defined in these Program Terms will have the meaning ascribed to such terms in the TOU.

2. ELIGIBILITY: The Program is only available to users who:

(a) Are legal residents of one of the 50 U.S. states (including the District of Columbia) or the country of Canada;
(b) Are at least 13 years of age, provided that if you are under the age of majority in your country, state, province or district of residence, you may only participate in the Program if:

i. Your participation is supervised by a parent or legal guardian who agrees to be bound by these Program Terms; and
ii. Pursuant to Section 1, your parent or legal guardian agrees to be (1) bound by these Program Terms and any applicable additional terms
promulgated by Glu in connection with the Program, and (2) fully responsible for your acts or omissions in connection with the Program;

(c) Have an in-Game account and are in full compliance with the TOU; and
(d) Are not otherwise prohibited by law from participating in the Program.

3. TERRITORY: The Program is only available within the 50 U.S. states (including the District of Columbia) and the country of Canada.

4. REWARDS: Subject to these Program Terms:

(a) By participating in the Program, you can receive certain virtual in-Game rewards, as described in the Invite Friends feature in-Game (collectively, the “Rewards”), if you invite friends and family members in accordance with the requirements set forth in Section 5 below (your “Referral Friends”) who successfully install the Game and complete certain in-Game achievements, as described in the Invite Friends Feature in the Game. You must use the unique URL provided to you by Glu to invite your Referral Friends to download and install the Game (your “Referral URL”), which Referral URL can be obtained through the Invite Friends feature in the Game.

(b) Each Reward you are entitled to receive will be described within the Invite Friends feature within the Game. All In-Game Rewards are provided subject to the TOU and must be accepted as provided and may not be transferred, substituted, or redeemed for cash or otherwise. The In-Game Rewards have no value other than their use within the Game.

(e) You acknowledge the following restrictions and limitations:

i. If any of your Referral Friends install the Game without using your Referral URL, you will not be entitled to receive any Rewards in connection with that Referral Friend’s Game install or in-Game achievements;
ii. You will only be entitled to receive the maximum number of Rewards specified in the Invite Friends feature within the Game, regardless of how many of Referral Friends you invite; and
iii. You will only be entitled to receive Rewards for those Referral Friends who (a) successfully install the Game using your Referral URL, and (b) successfully complete the in-Game achievements specified in the Invite Friends feature in the Game.

5. REFERRAL MESSAGES:

(a) You are solely responsible for the content and delivery of all referral messages directed by you to any of your Referral Friends in connection with the Program, including without limitation any messages or communications by which you distribute your Referral URL (collectively, “Referral Messages”). You must comply at all times with all applicable laws, rules and regulations, which may include without limitation the U.S. Federal Trade Commission’s Endorsement and Testimonial Guidelines described at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking, and Canada’s Competition Act. Without limiting your other legal and regulatory compliance obligations under these Program Terms, your Referral Message must make it clear that you will receive a benefit in connection with the referral (e.g., “Hey! Check out MLB Tap Sports Baseball 2021 and help me earn in-game rewards”). Referral Messages must be provided only to your friends and family members in a personal, non-commercial manner that is appropriate and customary for communications with friends and family. You acknowledge that Internet access and device data usage charges may apply in connection with your sending Referral Messages and otherwise participating in the Program. Contact your wireless carrier and/or internet access provider for data usage pricing plans and details.

(b) If you are a resident of Canada, or if you are sending Referral Messages to someone who is a resident of Canada, in addition to the requirements set forth in Section 5(a) above, you must only send Referral Messages to (i) your family members with whom you have a Family Relationship (as defined below), or (ii) your friends with whom you have a Personal Relationship (as defined below). “Family Relationship” has the meaning ascribed to such term under Canada’s Anti-Spam Law, which, as currently defined as of the date of this writing, means the relationship between an individual who sends a message and the individual to whom the message is sent if those individuals are related to one another through a marriage, common-law partnership or any legal parent-child relationship and those individuals have had direct, voluntary, two-way communication. “Personal Relationship” has the meaning ascribed to such term under Canada’s Anti-Spam Law, which, as currently defined as of the date of this writing, means the relationship between an individual who sends a message and the individual to whom the message is sent, if those individuals have had direct, voluntary, two-way communications and it would be reasonable to conclude that they have a personal relationship, taking into consideration any relevant factors such as the sharing of interests, experiences, opinions and information evidenced in the communications, the frequency of communication, the length of time since the parties communicated or whether the parties have met in person.

6. RESTRICTIONS: You must not at any time:

(a) Use any form of unsolicited commercial email (e.g., SPAM), bulk email distribution, or other automated messaging systems or tools to send Referral Messages, or send any email or message in connection with the Program that fails to comply with any applicable laws, rules or regulations, which may include the U.S. CAN-SPAM Act and Canada’s Anti-Spam Law;

(b) Provide or direct Referral Messages to any person who (i) is not your friend or family member, or with whom you do not have a Family Relationship or Personal Relationship, as required in accordance with the terms of Section 5 above, (ii) does not reside within the 50 U.S. States (including the District of Columbia) or the country of Canada, or (iii) you know is under the age of 13;

(c) Include, reference or link to any content or material in your Referral Messages that is inappropriate, abusive, harassing, profane, threatening, hateful, offensive, vulgar, obscene, sexually explicit, defamatory, infringing of any third-party rights, invades another's privacy, or is otherwise objectionable;

(d) Distribute any Referral Messages on or through any sites or services associated with adult content, illegal gambling, or any other form of illegal or illicit activity;

(e) Offer any third party any consideration, reward or other incentive or benefit for installing the Game via your Referral URL or achieving the required achievements within in the Game;

(f) Engage in any fraudulent, deceptive, abusive or misleading activity in connection with the Program, including without limitation the use of multiple accounts to obtain additional referrals and/or Rewards; or

(g) Violate these Program Terms, the TOU or any terms of service of any third-party platform or service used by you to send Referral Messages in connection with the Program.
If Glu determines, in its sole discretion, that you are not in compliance with any of the foregoing terms and restrictions or have otherwise violated any of the Program Terms or the TOU, Glu may, at its election and in its sole discretion (i) withhold any Rewards that you may otherwise be entitled to receive under the Program, (ii) revoke any Rewards you’ve received in connection with the Program, and (iii) immediately remove you from, and terminate your access to, the Program. The foregoing is in addition to any and all other rights and remedies Glu may have under these Program Terms, the TOU, at law or in equity.

7. PRIVACY POLICY: You acknowledge and understand that all personal information submitted as part of the Program will be collected and processed by Glu in accordance with Glu’s privacy policy. You can read more about your rights, how Glu handles your personal information, and how to contact Glu in its privacy policy, available at http://www.glu.com/privacy.

8. INDEMNIFICATION: To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Glu, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Glu Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (“Claims“) arising out of or related to: (a) your access to or participation in the Program; (b) your Referral Messages sent in connection with the Program; (c) your violation of these Program Terms or the TOU; (d) your violation, misappropriation or infringement of any rights of another party (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Program. You will promptly notify the indemnified Glu Parties of any Claim, cooperate with the indemnified Glu Parties in defending the Claim and pay all fees, costs and expenses associated with defending the Claim (including, but not limited to, attorneys’ fees). The indemnified Glu Parties will have the right to retain sole control of the defense or settlement of any Claim (at your expense). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Glu or the other Glu Parties.

9. LIMITATION OF LIABILITY:

(a) Glu Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, incidental, special damages or lost profits arising out of or in any way related to these Program Terms or the Program, even if Glu or the other Glu Parties have been advised of the possibility of such damages

(b) The total liability of Glu Parties for any claim arising out of or relating to these Program Terms or the Program, regardless of the form of the action, is limited to the greater of (i) $100, or (ii) the total value of the Rewards provided to you in connection with the Program.

(c) The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Glu Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

10. RELEASE: To the fullest extent permitted by applicable law, you (and if you are a Minor, your parents or legal guardians) release the Glu Parties from responsibility, liability, claims, demands, and/or damages of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to (a) disputes between users and the acts or omissions of third parties, (b) the Program; (c) any late, lost, misrouted, garbled or distorted or damaged transmissions or links; (d) phone, electronic, hardware, software, network, Internet, or other computer or communications-related malfunctions or failures beyond the Glu Parties’ reasonable control; and (e) any Program disruptions, injuries, losses or damages caused by events beyond the reasonable control of the Glu Parties by non-authorized human intervention. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

11. GOVERNING LAW; DISPUTE RESOLUTION: These Program Terms and your participation in the Program will be governed by and construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any and all disputes between you and Glu and any Glu Parties relating to the Program will be subject to binding arbitration in accordance with the terms currently set forth in Section 16 of the TOU, except for small claims disputes in which Glu or you bring an individual action in small claims court. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in San Francisco County, California.

12. CHANGES TO TERMS: Glu may make changes to the Program and these Program Terms at any time. If we make changes, we will provide notice of such changes, such as by making the updated Program terms available in the Game, or posting the amended Program Terms on Glu’s website. Unless we say otherwise in our notice, the amended Program Terms will be effective immediately and your continued participation in the Program after we provide notice will confirm your acceptance of the changes. If you do not agree to the updated Program Terms, you must immediately cease participation in the Program.

13. TERMINATION: Glu may terminate the Program at any time by disabling the Program features within the Game and providing notice of termination either within the Game or on Glu’s website. Unless we say otherwise in our notice, any such termination will be effective immediately. Upon any termination, the Program will immediately cease, and you will not be entitled to receive any Rewards in relation to Game installs using your Referral URL or your Referral Friends’ completion of the required in-Game achievements that occur after such termination (unless otherwise determined by Glu in its sole discretion).

14. MISCELLANEOUS: These Terms do not create the relationship of employer and employee, a partnership, joint venture or other relationship between you and Glu. If any provision or part of a provision of these Program Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Program Terms and does not affect the validity and enforceability of any remaining provisions. These Program Terms and the TOU constitute the entire agreement between you and Glu relating to your access to and participation in the Program. The failure of Glu to exercise or enforce any right or provision of these Program Terms or the TOU will not operate as a waiver of such right or provision. The section titles in these Program Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Program Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. All of your transactions and communications with us may, at our option, be conducted electronically.