USER AGREEMENT

Effective Date: January 1, 2020

Last Updated: October 16, 2019

Welcome to Surge Innovations (Pty)Ltd. This Agreement governs your access and use of software products, such as game software downloaded, offered by Surge Innovations (Pty)Ltd and related updates, upgrades and features as well as online and mobile services, features, content and websites offered by Surge Innovations (Pty)Ltd and/or live events hosted by or in connection with Surge Innovations (Pty)Ltd. This Agreement is between you and the Surge Innovations (Pty)Ltd entity listed in the Section below.

BY USING SURGE INNOVATIONS SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SURGE INNOVATIONS SERVICES. FOR RESIDENTS OF CERTAIN COUNTRIES, YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 14 TO RESOLVE ANY DISPUTES WITH SURGE INNOVATIONS.

TABLE OF CONTENTS

1. SURGE Account

2. License

3. Content and Entitlements

4. Availability of Surge Innovations Services and Updates

5. Your UGC

6. Rules of Conduct

7. PC Products

8. Termination and Other Sanctions

9. Use of Data

10. Other Software, Utilities and Tools

11. Third Parties

12. General Terms

13. Changes to this Agreement

14. Dispute Resolution by Binding Arbitration

1. SURGE Account

You need a SURGE Account to access and use many Surge Innovations Services, including to play online.

To create an SURGE Account, you must have a valid email address, and provide truthful and accurate information. You must be eligible to use Surge Innovations Services for which you are registering and must be a resident of a country where use of Surge Innovations Services is permitted.

You must be at least 13 years of age (or such other minimum age as is applicable in your country of residence) to create a SURGE Account. If you are aged between the relevant minimum age and 18 (or the age of majority where you live), you and your parent or guardian must review this Agreement together. Parents and guardians are responsible for the acts of children under 18 years of age when using Surge Innovations Services. Surge Innovations recommends that parents and guardians familiarize themselves with parental controls on devices they provide their child.

You are responsible for the activity on your SURGE Account. Your SURGE Account may be suspended or terminated if someone else uses it to engage in activity that violates this Agreement.

You may cancel your SURGE Account at any time. You also may cancel a subscription to a particular SURGE Service at any time. Contact SURGE's Customer Service Department at surgeinnovations.co.za/Contact to cancel your SURGE Account. To complete your request, Surge Innovations may collect fees or costs incurred, if allowed by law, and any amounts owed to third-party vendors or content providers.

2. License

The Surge Innovations Services are licensed to you, not sold. Surge Innovations grants you a personal, limited, non-transferable, revocable and non-exclusive license to use the Surge Innovations Services to which you have access to for your non-commercial use, subject to your compliance with this Agreement. You may not access, copy, modify or distribute any Surge Innovations Service, Content or Entitlements (as those terms are defined below), unless expressly authorized by Surge Innovations or permitted by law. You may not reverse engineer or attempt to extract or otherwise use source code or other data from Surge Innovations Services, unless expressly authorized by Surge Innovations or permitted by law. Surge Innovations or its licensors own and reserve all other rights, including all right, title and interest in the Surge Innovations Services and associated intellectual property rights.

3. Content and Entitlements

The Surge Innovations Services include Content and Entitlements. Content is the software, technology, text, forum posts, chat posts, profiles, widgets, messages, links, emails, music, sound, graphics, pictures, video, code, and all audio visual or other material appearing on or emanating to or from Surge Innovations Services, as well as the design and appearance of our websites. Content also includes user-generated Content ("UGC"). UGC includes SURGE Account personas, forum posts, profile content and other Content contributed by users to Surge Innovations Services. All Content is either owned by Surge Innovations or its licensors, or is licensed to Surge Innovations and its licensors pursuant to Section 5 below.

Entitlements are rights that Surge Innovations licenses to you to access or use the online or off-line elements of Surge Innovations Services. Examples of Entitlements include access to digital or unlockable Content additional or enhanced functionality (including multiplayer services); subscriptions; virtual assets; unlock keys or codes, serial codes or online authentication; in-game achievements; virtual points, coins, or currencies.

We refer to these virtual points, coins or currencies as "SURGE Virtual Currency". When you obtain SURGE Virtual Currency from us or our authorized partners, you receive a personal, limited, non-assignable, non-exclusive, revocable license to access and select the Entitlements that Surge Innovations expressly makes available to you.

SURGE Virtual Currency has no monetary value and has no value outside of our products and services. SURGE Virtual Currency cannot be sold, traded, transferred, or exchanged for cash; it only may be redeemed for Entitlements available for the Surge Innovations Service. SURGE Virtual Currency is non-refundable, and you are not entitled to a refund for any unused SURGE Virtual Currency. Once you redeem SURGE Virtual Currency for an Entitlement, that Entitlement is not returnable, exchangeable, or refundable.

You will provide at your own expense the equipment, Internet connection and charges required to access and use Surge Innovations Services.

4. Availability of Surge Innovations Services and Updates

We do not guarantee that any Surge Innovations Service, Content or Entitlement will be available at all times, in all locations, or at any given time or that we will continue to offer a particular Surge Innovations Service, Content or Entitlements for any particular length of time. Surge Innovations does not guarantee that Surge Innovations Services can be accessed on all devices, by means of a specific Internet or connection provider, or in all geographic locations.

From time to time, Surge Innovations may update, change or modify an Surge Innovations Service, Content or Entitlements, without notice to you. These updates and modifications may be required in order to continue to use Surge Innovations Services.

Surge Innovations may need to update, or reset certain parameters to balance game play and usage of Surge Innovations Services. These updates or "resets" may cause you setbacks within the relevant game world and may affect characters, games, groups or other Entitlements under your control.

5. Your UGC

You are responsible for your UGC. You may not upload UGC that infringes a third party's intellectual property rights or that violates the law, this Agreement or a third party's right of privacy or right of publicity.

Surge Innovations may, in its sole discretion, remove, edit or disable UGC for any reason, including if Surge Innovations reasonably determines that UGC violates this Agreement. Surge Innovations does not assume any responsibility or liability for UGC, for removing it, or not removing it or other Content. Surge Innovations does not pre-screen all UGC and does not endorse or approve any UGC available on Surge Innovations Services.

When you contribute UGC, you grant to Surge Innovations, its licensors and licensees a non-exclusive, perpetual, transferable, worldwide, sub license to use, host, store, reproduce, modify, create derivative works, publicly perform, publicly display or otherwise transmit and communicate the UGC, or any portion thereof, in any manner or form and in any medium or forum, whether now known or hereafter devised, without notice, payment or attribution of any kind to you or any third party. You also grant all other users who can access and use your UGC on a Surge Innovations Service the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute your UGC on or through the relevant Surge Innovations Service without further notice, attribution or compensation to you.

6. Rules of Conduct

When you access or use a Surge Innovations Service, you agree that you will not:

If you or someone using your Surge Account violates these rules and fails to remedy this violation after a warning, Surge Innovations may take action against you, including revoking access to certain or all Surge Innovations Services, Content or Entitlements, or terminating your Surge Account as described in Section 8. In case of severe violations, Surge Innovations may take these actions without issuing a prior warning. Some examples of severe violations include, but are not limited to: promoting, encouraging or engaging in hacking, selling Surge accounts or entitlements (including virtual currencies and items) without Surge Innovations' permission, extreme harassment, or threatening illegal activities. When practical, Surge Innovations will notify you of the action it will take in response to violations of these rules or breach of this Agreement.

Specific Surge Innovations Services may post additional rules that apply to your conduct on those services.

Surge Innovations may, in its discretion, monitor or record online activity or Content on Surge Innovations Services and may remove any Content from any Surge Innovations Service at its discretion. Remember that your communications and your UGC in a Surge Innovations Service are public and will be seen by others.

Your use of Surge Innovations Services is subject to Surge Innovations' Privacy and Cookie Policy at surgeinnovations.co.za/PrivacyPolicy , which is incorporated by reference into this Agreement.

7. PC Products

This Section applies to Surge Innovations Services for play on a Personal Computer ("Surge Innovations PC Products"). To access and use Surge Innovations Services associated with a Surge Innovations PC Product, you may first need to register with the serial code enclosed with the Surge Innovations PC Product.

Technical and Content Protection Measures

Surge Innovations utilizes certain technical or content protection measures to prevent piracy and the unauthorized copying or use of a Surge Innovations PC Product. Surge Innovations PC Products use Surge Companion Online Activation.

Uninstalling

You may uninstall Surge Innovations PC Products at any time within your game settings in the Surge Companion app. Certain locally saved files may remain on your computer after uninstallation. You may manually delete these files by searching for the game title in your My Documents folder on PC or via the file finder on a Mac.

8. Termination and Other Sanctions

This Agreement is effective until terminated by you or Surge Innovations . Surge Innovations may terminate your access and use of any Surge Innovations Services or your Surge Account if Surge Innovations determines that you have violated this Agreement or that there has been otherwise unlawful, improper or fraudulent use of Surge Innovations Services associated with your Surge Account. When practical, Surge Innovations will notify you of the termination. You may lose your user name and persona as a result of a Surge Account termination. If you have more than one Surge Account, depending on the type of violation or misuse, Surge Innovations may terminate all of your Surge Accounts and all related Entitlements. If your Surge Account is terminated, you will not have access to your Surge Account or Entitlements and may be barred from accessing or using any Surge Innovations Service again. Upon termination, your license under this Agreement also shall terminate.

Instead of termination and prior to any termination, Surge Innovations may issue you a warning, suspend or alter your access to a particular Surge Innovations Service or your Surge Account, remove or revoke Entitlements at a Surge Account or device level, remove or delete any content which is in violation with this Agreement, or ban your device or machine from accessing specific Surge Innovations Services. If Surge Innovations takes any action described in this Section, you will not be entitled to a refund (subject to any statutory refund rights) and no Entitlements will be credited to you or converted to cash or other forms of reimbursement.

Surge Innovations may terminate any Surge Innovations Service at any time by giving at least thirty days' notice either via email (if available), within the affected Surge Innovations Service. After online service termination, no software updates will be applied to our games and we can't guarantee our mobile games will continue being available for download via iCloud (or other applicable cloud services). Any games available via iCloud after online service termination may be removed from iCloud without further notice to you.

If you believe that any action has been taken against your Account or device in error, please contact Support.

Sections 5, 8-9, 11-14 of this Agreement survive termination of this Agreement.

9. Use of Data

When you use a Surge Innovations Service, Surge Innovations may collect and store data from your computer or device, including information about your computer or device and operating system (such as IP Address and device ID), information about your Surge Innovations Service usage, gameplay and usage statistics, system interactions and peripheral hardware (for example, to protect your game stats, Surge Innovations may place a randomly generated identification number in the keychain storage of your device. That identifier will be removed when you reset your device). If you play a Surge Innovations Service offline, this data will be stored on your device and transmitted to Surge Innovations when your device connects to the Internet. Surge Innovations uses this information to operate its business, improve its products and services, provide services to and communicate with you (including for marketing purposes), provide software updates, dynamically served content and software support, and trouble-shoot bugs or otherwise enhance your experience. If you participate in online services, Surge Innovations may also collect, use, store, transmit and publicly display statistical data regarding game play (including scores, rankings and achievements), or identify content that is created and shared by you with other players.

Your data is collected, used, stored and transmitted by Surge Innovations in South Africa, in accordance with Surge Innovations' Privacy and Cookie Policy.

10. Other Software, Utilities and Tools

Surge Innovations Services may require or allow you to download software, software updates or patches, or other utilities and tools from Surge Innovations onto your computer, entertainment system or device. These technologies may be different across platforms, and the performance of Surge Innovations Services may vary depending on your computer and other equipment. You understand that certain updates to these technologies may be required in order to continue use of an Surge Innovations Services. Some of these updates may contain locked features or content that require you to pay an additional fee to access them. You consent to Surge Innovations automatically installing any available updates for Surge Innovations Services. Failure to install available updates may render Surge Innovations Services, including Surge Innovations PC Products, unplayable.

11. Third-Parties

Some Surge Innovations Services may give you the option of playing on servers not owned or controlled by Surge Innovations . Surge Innovations does not control those services and is not responsible for your use of the Surge Innovations Service on or through them. These third party services may subject you to additional or different terms and restrictions.

Surge Innovations Services may include hyperlinks to third party web sites. Those sites may collect data or solicit personal information from you. Surge Innovations does not control those sites and is not responsible for their content or for their collection, use or disclosure of personal information.

12. General Terms

Entire Agreement

This Agreement, together with any other Surge Innovations terms that govern your use of Surge Innovations Services, constitutes the entire agreement between you and Surge Innovations. The Agreement may not be amended or modified unless made in writing and signed by Surge Innovations. The failure of Surge Innovations to exercise any right under this Agreement shall not constitute a waiver of the right or any other right. If any part of this Agreement is held to be unenforceable, all other parts of this Agreement shall continue in full force and effect.

Governing Law

The UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this Agreement or to any dispute arising out of or relating to this Agreement.

Export

You agree to follow South African and other export control laws and agree not to transfer a Surge Innovations Service to a foreign national, or national destination, that is prohibited by such laws. You also acknowledge that you are not a person with whom Surge Innovations is prohibited from doing business under these export control laws.

13. Changes to this Agreement

Surge Innovations may modify this Agreement from time to time, so please review it frequently. For Surge Innovations players who accepted a version of this Agreement prior to modification, the revisions will become effective 30 days after posting at surgeinnovations.co.za/UserAgreement . Your continued use of Surge Innovations Services means you accept the changes. Once you accept a version of the Agreement, we will not enforce future material changes without your express agreement to them. If you are asked to accept material changes to this Agreement and you decline to do so, you may not be able to continue to use the Surge Innovations Service provided.

14. Dispute Resolutions by Binding Arbitration

THIS SECTION APPLIES TO ALL CONSUMERS AND PEOPLE WHO ACCEPTED THE TERMS OF THIS AGREEMENT. IT EXCLUDES RESIDENTS OF QUEBEC, RUSSIA, SWITZERLAND, BRAZIL, MEXICO, THE MEMBER STATES OF THE EEA, UNITED KINGDOM AND THE REPUBLIC OF KOREA. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU AND SURGE INNOVATIONS EXPRESSLY WAIVE THE RIGHT TO A TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

This Section offers a streamlined way to resolve disputes between us if they arise. Most of your concerns can be resolved quickly and satisfactorily by contacting Support. If Surge Innovations cannot resolve your concern, you and Surge Innovations agree to be bound by the procedure set forth in this Section to resolve any and all disputes between us.

This Section is an agreement between you and Surge Innovations, and applies to our respective agents, employees, subsidiaries, predecessors, successors, beneficiaries and assigns. This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this Section. This Section shall be interpreted broadly and shall survive termination of this Agreement.

Claims Covered by Arbitration

All disputes, claims or controversies arising out of or relating to this Agreement, any Surge Innovations Service and its marketing, or the relationship between you and Surge Innovations ("Disputes") shall be determined exclusively by binding arbitration. This includes claims that accrued before you entered into this Agreement. The only Disputes not covered by this Section are claims (i) regarding the infringement, protection or validity of your, Surge Innovations' or Surge Innovations' licensors' trade secrets or copyright, trademark or patent rights; (ii) if you reside in Australia, to enforce a statutory consumer right under Australia consumer law; and (iii) brought in small claims court.

Informal Negotiations

You and Surge Innovations shall first attempt to resolve any Dispute informally for at least 30 days before initiating arbitration. The informal negotiations commence upon receipt of written notice from one person to the other ("Notice of Dispute"). The Notice of Dispute must: (a) include the full name and contact information of the complaining party; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought. Surge Innovations will send its Notice of Dispute to your billing or email address. You will send your Notice of Dispute to: info@surgeinnovations.co.za.

Binding Arbitration

If you and Surge Innovations cannot resolve a Dispute informally, you or Surge Innovations may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be administered by the American The Arbitration Foundation of Southern Africa ("AFSA") under its Commercial Arbitration Rules and, where appropriate, the AFSA's Supplementary Procedures for Consumer Related Disputes ("AFSA Consumer Rules"), both of which are available at the AFSA website https://arbitration.co.za . Your arbitration fees and your share of arbitrator compensation shall be governed by the AFSA Rules and, where appropriate, limited by the AFSA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. You and Surge Innovations may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

Limitations

YOU AND SURGE INNOVATIONS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator shall not consolidate another person's claims with your claims, and shall not preside over any type of representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If this specific subsection is found to be unenforceable, then the entirety of this agreement to arbitrate shall be null and void.

Location

If you live in South Africa, arbitration will take place at any reasonable location convenient for you. For residents outside South Africa, arbitration shall be initiated in Pretoria, Gauteng South Africa, and you and Surge Innovations agree to submit to the personal jurisdiction of that court, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.