• 1. Our Services
• 2. Eligibility and User Representations
• 3. Accounts
• 4. Virtual Chips and Virtual Items
• 5. Purchases and Payment
• 6. Prohibited Activities
• 7. Intellectual Property Rights
• 8. Feedback
• 9. Mobile Application License; App Store Terms
• 10. Third-Party Services
• 11. Services Management; Modifications and Interruptions
• 12. Term and Termination
• 13. Modifications to These Terms
• 14. Governing Law
• 15. Dispute Resolution
• 16. Disclaimer
• 17. Limitations of Liability
• 18. Indemnification
• 19. Electronic Communications, Transactions, and Signatures
• 20. Miscellaneous
• 21. Contact Us

The Services consist of a social poker game provided strictly for amusement and entertainment purposes. The Services do not constitute, and are not intended to constitute, real-money gambling. The Services offer no opportunity to win real money, real-world prizes, or any item of monetary value, and no wager, in the legal sense, occurs within the Services. Virtual chips used within the Services have no cash value, as further described in Section 4 (Virtual Chips and Virtual Items).

The Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within such jurisdiction or country. Persons who choose to access the Services from any location do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are intended solely for users who are at least eighteen (18) years of age. By using the Services, you represent and warrant that: (1) you are at least 18 years of age; (2) you have the legal capacity, and you agree, to comply with these Terms; (3) you will not access the Services through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Services for any illegal or unauthorized purpose; and (5) your use of the Services will not violate any applicable law or regulation.

The Services are rated for adult audiences on the Apple App Store and Google Play and are not directed at minors. If we learn that a user is under the age of 18, we reserve the right to suspend or terminate that user's account.

An anonymous account is created for you when you set up a profile within the App. Anonymous accounts are bound to the device on which they were created and cannot be recovered if that device is lost or replaced or the App is uninstalled. To preserve an account across devices or reinstalls, you must claim it by linking an email address or authenticating through Apple or Google. We are unable to recover unclaimed anonymous accounts.

You are solely responsible for maintaining the confidentiality of any credentials associated with your account and for all activity that occurs under it. We reserve the right to remove, reclaim, or change any display name that we determine, in our sole discretion, to be obscene, hateful, impersonating, or otherwise objectionable.

You may delete your account at any time from within the App (Profile → Account → Delete account).

The Services include virtual chips and virtual cosmetic items (including felts, card backs, emote packs, and titles) (collectively, "Virtual Items"). We grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use Virtual Items solely within the Services. Virtual Items have no monetary value, do not constitute currency or property of any kind, and may not be redeemed for cash, goods, or services outside the Services. Virtual Items may not be sold, transferred between accounts, exchanged, or traded outside the Services.

We may modify, rebalance, or retire items available in the in-app catalog at any time; virtual cosmetic items you have already acquired will remain available to your account for as long as your account exists. Except where required by applicable law, we have no obligation to provide refunds or compensation for unused chips or Virtual Items, including upon termination of your account for breach of these Terms.

Chip packs may be purchased through the Apple App Store or Google Play. All such transactions are processed by Apple or Google, respectively, and are subject to the applicable app store's terms and payment policies. We do not receive or store your payment method information.

All sales are final. Once chips have been credited to your account, no refund will be issued by us. Requests for refunds must be directed to Apple or Google, which administer the refund process for their respective platforms. Prices for, and the availability of, chip packs and catalog items are subject to change at any time without notice.

As a user of the Services, you agree not to:

• Cheat, exploit bugs or unintended behavior of the Services to obtain chips or Virtual Items, or otherwise gain an unfair advantage over other users;
• Use any bot, script, or other automated means to play against other users;
• Harass, abuse, threaten, defame, or impersonate any other user, including through misuse of the emote system;
• Register or use a display name that is obscene, hateful, or that impersonates another person or entity;
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services;
• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory;
• Circumvent, disable, or otherwise interfere with security-related features of the Services;
• Use the Services or any content therein to develop, support, or operate a competing product or service;
• Sell, rent, or otherwise transfer your account to another person; or
• Use the Services in violation of any applicable law or regulation.

Violation of this Section may result in temporary suspension or permanent termination of your account, without refund of unused chips or Virtual Items.

We own or license all intellectual property rights in the Services, including all software, source code, designs, artwork, audio, text, and graphics (collectively, the "Content"), and the Downcard name, logo, and related marks (the "Marks"). The Content and Marks are protected by copyright, trademark, and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use. Notwithstanding the foregoing, you may capture, stream, or publicly share screenshots and footage of your own gameplay for personal, non-commercial purposes. Except as expressly permitted herein, no part of the Services, Content, or Marks may be copied, reproduced, extracted, republished, distributed, or otherwise exploited for any commercial purpose without our express prior written permission.

If you provide us with any ideas, suggestions, or other feedback regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and exploit such Feedback for any purpose, without compensation or any obligation to you. You retain ownership of your Feedback.

These Terms are concluded between you and us, and not with Apple Inc. ("Apple") or Google LLC ("Google"). Apple and Google have no obligation to furnish any maintenance or support services with respect to the App. If you downloaded the App from the Apple App Store, Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. The equivalent applies to Google and its subsidiaries if you downloaded the App from Google Play. Your use of the App must also comply with the terms of service of the applicable app store.

The Services depend on infrastructure and services operated by third parties, including database and authentication hosting provided by Supabase, server hosting provided by Fly.io, crash reporting provided by Sentry, diagnostics provided by Grafana Cloud, and payment processing provided by Apple and Google. We are not responsible for the acts, omissions, or availability of such third-party providers, and your use of the Services, to the extent it involves those providers, is also subject to their respective terms.

We reserve the right, but not the obligation, to monitor the Services for violations of these Terms, take appropriate legal action against anyone who violates the law or these Terms, and otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

We reserve the right to change, modify, remove, or discontinue any aspect of the Services at any time without notice. We cannot guarantee the Services will be available at all times; hardware, software, or other problems, or the need to perform maintenance, may result in interruptions, delays, or errors. We will have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services.

These Terms remain in full force and effect while you use the Services. We reserve the right, in our sole discretion and without notice, to suspend or terminate your access to the Services if you breach these Terms or where we reasonably consider suspension or termination necessary for legal, security, or operational reasons. You may stop using the Services and delete your account at any time.

Provisions of these Terms that by their nature should survive termination shall survive, including Section 4 (Virtual Chips and Virtual Items), Section 7 (Intellectual Property Rights), and Sections 15 through 18 (Dispute Resolution; Disclaimer; Limitations of Liability; Indemnification).

We may revise these Terms from time to time. Material changes will be posted on this page and surfaced within the App upon your next launch, and the "Last updated" date above will be revised accordingly. Your continued use of the Services following the posting of a material change constitutes acceptance of the revised Terms.

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict-of-laws principles. Subject to Section 15 (Dispute Resolution), the state and federal courts located in New York County, New York shall have exclusive jurisdiction over any dispute not subject to arbitration.

Informal negotiations. To expedite resolution and control the cost of any dispute arising out of or relating to these Terms or the Services (a "Dispute"), you and we agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice, which you may provide by emailing contact@downcard.app.

Binding arbitration. If a Dispute cannot be resolved through informal negotiations, the Dispute shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The arbitration shall be seated in New York County, New York, or, at the election of the parties, conducted remotely, and judgment on the award may be entered in any court of competent jurisdiction. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Exceptions. Nothing in this Section shall prevent either party from bringing an individual claim in small-claims court, or from seeking injunctive or other equitable relief to protect intellectual property rights.

Class-action waiver. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU AND WE WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON.

30-day opt-out. You may opt out of this arbitration agreement by emailing us within thirty (30) days of first accepting these Terms, identifying your account and stating that you opt out. If you opt out, the courts identified in Section 14 (Governing Law) shall resolve any Dispute.

Time limitation. Any Dispute must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (2) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN, (3) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, OR (4) BUGS, VIRUSES, OR SIMILAR ITEMS WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICES, INCLUDING LOST PROFITS, LOST DATA, OR LOSS OF VIRTUAL CHIPS, VIRTUAL ITEMS, OR IN-GAME PROGRESS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

You agree to defend, indemnify, and hold us harmless, including our members, managers, officers, employees, and agents, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your use of the Services; (2) your breach of these Terms; or (3) your violation of applicable law or of the rights of a third party.

Using the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICES.

These Terms constitute the entire agreement and understanding between you and us with respect to the Services and supersede any prior agreements or understandings. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. We may assign any or all of our rights and obligations under these Terms in connection with a merger, acquisition, or sale of assets; you may not assign your rights or obligations under these Terms. If any provision of these Terms is determined to be unlawful, void, or unenforceable, that provision is deemed severable and does not affect the validity and enforceability of the remaining provisions. Nothing in these Terms creates any joint venture, partnership, employment, or agency relationship between you and us.

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Nightjar Labs LLC
New York, NY, USA
contact@downcard.app