Terms of Service
MATCH 3D SHOWDOWN APPLICATION TERMS OF SERVICE AGREEMENT
IMPORTANT NOTICE TO USER: Please read these Terms of Use (collectively with MATCH 3D SHOWDOWN APPLICATION PRIVACY POLICY https://www.thereadygames.com/match-privacypolicy and MATCH 3D SHOWDOWN APPLICATION OFFICIAL CONTEST RULES https://www.thereadygames.com/match-contestrules , the “Terms of Use”) fully and carefully before using the MATCH 3D SHOWDOWN APPLICATION (the “App”) and the Services, mobile software, features, content or applications offered by READY MAKERS, Inc. in connection with the App (“Company,” “we”, “us” or “our”) (together with the App, the “Services”). These Terms of Use set forth the legally binding terms and conditions for your use of the App and the Services.
BY SIGNING UP FOR, INSTALLING AND/OR USING THE APP IN ANY MANNER, YOU AGREE TO THESE TERMS OF USE AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME THROUGH THE APP BY US, EACH OF WHICH IS INCORPORATED BY REFERENCE AND EACH OF WHICH MAY BE UPDATED FROM TIME TO TIME WITHOUT NOTICE TO YOU, WHETHER OR NOT YOU ARE A REGISTERED USER OF OUR SERVICES. IF ANY OF THESE TERMS ARE UNACCEPTABLE TO YOU OR IN THE EVENT THAT ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE THE SERVICES. YOUR CONTINUED USE OF THE SERVICES NOW, OR FOLLOWING THE POSTING OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH CHANGES.
YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS.
CERTAIN OF THE SERVICES MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS SPECIFIED BY US FROM TIME TO TIME; YOUR USE OF SUCH SERVICES IS SUBJECT TO THOSE ADDITIONAL TERMS AND CONDITIONS, WHICH ARE INCORPORATED INTO THESE TERMS OF USE BY THIS REFERENCE, INCLUDING WITHOUT LIMITATION THE MATCH 3D SHOWDOWN OFFICIAL RULES.
THESE TERMS OF USE APPLY TO ALL USERS OF THE SERVICES, INCLUDING WITHOUT LIMITATION, USERS WHO ARE CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES, REGISTERED OR OTHERWISE.
1. ELIGIBILITY
You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Use or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Use or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
2. REGISTRATION.
To sign up for the Services, we may require you to register for an account on the Services (an “Account”) or log in via Google, Facebook, or another authentication mechanism (a “Third Party Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
3. USE OF Services BY YOU.
A. We provide the Services for educational, entertainment and promotional purposes only. You may not rely on any information or opinions expressed on the Services for any other purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of Content (defined below). We do not endorse or warrant, and are not responsible for, the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made on the Services by anyone other than our authorized employees or spokespersons while acting in their official capacities.
B. The Services may contain links to other websites or Services maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on third-party websites or Services. You assume sole responsibility for your use of third-party links, websites, products and Services.
C. You agree that (i) you will use the Services solely for your own, non-commercial, personal use in accordance with this Agreement and in accordance with any specific rules or usage provisions specified by us on the Services, (ii) all information supplied by you to us will be true, accurate, current and complete, and (iii) you will review the latest version of this Agreement posted on the Services from time to time to check for amendments that may apply to you (as more fully described below). We retain the right at our sole discretion to deny or suspend access to the Services to anyone, at any time and for any reason, without liability.
D. You acknowledge and agree that your use of the Services, including, without limitation, the storage of any data, files, information and/or other materials on a server owned or under our control or in any way connected to the Services, shall be at your sole risk and responsibility and we shall have no obligation to back-up such data, files, information and/or other materials. We expressly reserve the right to limit storage capacity and to remove and/or delete any data, files, and/or other information stored or used in connection with the Services for any reason including, without limitation, if we deem, in our sole discretion, such data to be in violation of this Agreement and/or any rule or policy of ours and/or any local, state, or federal law or regulation.
E. You are solely responsible for any breach of your obligations under this Agreement and for the consequences thereof (including, without limitation, any loss or damage which anyone may suffer) of any such breach.
F. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings, or other interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or settings.
G. By connecting to the Services with a third-party SERVICE (e.g., Facebook), you give us permission to access and use information, content and/or material you have supplied to that Services as permitted by that Services.
H. Please remember that you are solely responsible for your interactions with other users of the Services. We reserve the right, but have no obligation, to monitor disputes between you and any other user of the Services, or any user’s action or inaction.
I. We may offer features that are based on the location of users and which may report on the locations of those users as they use the Services (the “Location-Based Services”). You may partake in using these Location-Based Services solely at your own discretion, and may opt-out of providing such information by turning off those features. Should you use Location-Based Services, you are consenting to our collection and dissemination of your location information through the Services. Under no circumstances shall we be liable for claims or damages therefrom arising out of your informed decision to disseminate your location information through the Service.
J. You represent, warrant, and agree that you will not:
(i) use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement and/or any and all applicable local, state, national and international laws and regulations and treaties;
(ii) use the Services for the distribution, housing, processing, propagation, storage, or other handling of, any Content (as defined below) or other material prohibited by this Agreement, or any material that may create a risk of any loss or damage to any person or property, or any other material (including, without limitation, links to such material) that we deem, in our sole discretion, to be objectionable whether or not such material is unlawful;
(iii) permit or otherwise enable unauthorized users to access and/or use the Services;
(iv) use the Services to export software or data in violation of applicable U.S. laws or regulations;
(v) sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the Services, or otherwise permit any third party to use or have access to the Services for any purpose (except as expressly permitted by us in writing) or decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, attempt to discover any source code that comprises any part of the Services;
(vi) remove any copyright, trademark, patent or other proprietary notices from the Services or any Content on the Services;
(vii) distribute, publish, exhibit, or otherwise use the Services, in any manner and for any purpose not expressly permitted under this Agreement;
(viii) frame or utilize framing techniques to enclose the Services, or any portion thereof;
(ix) exploit the Services or collect any data incorporated in the Services in any automated manner through the use of bots, metaspiders, crawlers or any other automated means;
(x) register as a user of the Services by providing false, inaccurate, or misleading information;
(xi) post hyperlinks to commercial Servicess or websites;
(xii) impersonate any person or entity, including, without limitation, an employee of ours, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(xiii) collect personal data about other users of the Services for commercial purposes;
(xiv) post or otherwise make available irrelevant Content (as defined below), repeatedly post or make available the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
(xv) attempt to gain unauthorized access to our computer systems (including any non-public areas of the Services) or engage in any activity that disrupts, diminishes the quality of, probes for vulnerability, interferes with the performance of, or impairs the functionality of, the Services (or the servers and networks which are connected to the Services);
(xvi) make available Content (as defined below) that in our opinion constitutes or contains "affiliate marketing," "link referral codes," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement, except to the extent such Content is provided to you by us or one of our affiliates for a purpose specifically authorized by us in writing;
(xvii) create or attempt to create multiple user accounts;
(xviii) access or use the Services if you have been previously banned from the Services by us;
(xix) use the Services for any commercial purpose or for the benefit of any third party, except as otherwise explicitly permitted for you by us;
(xx) use the Services to encourage any conduct that (1) violates any applicable law or regulation, or any term or condition of this Agreement, or (2) could create a risk of harm, loss or damage of any kind;
(xxi) attempt to access or search the Services or Content in order to scrape any Content or information from the Services, or otherwise use, upload Content to, or create new links, posts or referrals in the Services through the use of any computerized or mechanized process, engine, software, tool, agent, device or mechanism other than the software provided by us or other generally available third party web browsers; or
(xxii) use the Services to stalk or harass any person.
4. Provision of the Services by Us. You acknowledge and agree that the form and nature of the Services which we provide may change from time to time without prior notice to you. You acknowledge and agree that we may decline to provide you access to the Services or stop (permanently or temporarily) providing the Services (or any features or programs or Content within the Services) to you or to users generally at our sole discretion, without liability or prior notice to you. You may stop using the Services at any time. You do not need to specifically inform us when you stop using the Services. You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Services, your account details, or any files or other Content which is contained in your account. You acknowledge and agree that while we may not currently have set a fixed upper limit on the amount of storage space used for the provision of the Services, or the duration of time that we will store any information on your behalf, such fixed upper limits or temporal limits may be set by us at any time, in our sole discretion. Any new features that augment or enhance the current Services shall be subject to this Agreement.
5. Access to the Services; Reservation of Rights.
A. Subject to your compliance with this Agreement, we hereby give you a personal, revocable, worldwide, non-assignable and non-exclusive right to access and use the Services in the manner and for the purposes expressly permitted by the Agreement. We also hereby grant you a limited, revocable, and non-exclusive right to create a hyperlink to the Website or subdomains thereof so long as the link does not portray us, our parents, subsidiaries, or affiliates, or products or Services provided by us or our parents, subsidiaries or affiliates in a false, misleading, derogatory, or otherwise offensive manner in our sole judgment. You may not assign (or grant a sublicense of) your rights to use the Services, grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to use the Services and any such attempt shall be null and void at the time of such attempt.
B. We reserve all right, title and interest in and to the Services not expressly granted to you under this Agreement. There are no implied licenses under this Agreement.
6. Password; Account Security. To use certain features and functionalities of the Services, you must create an account with us, and provide certain personal information about yourself to us. If you create an account, you represent and warrant that you have never been convicted of a felony and that you are not required to register as a sex offender with any government entity. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at win@getready.io .
7. Purchases.
A. Memberships, points and other products may be offered for sale through the Services. You must be at least seventeen (17) years old and have a valid credit card issued in your name to purchase goods and/or service offered via the Services. In the event you wish to make a purchase, you will be asked by us or an authorized third party on our behalf to supply certain information such as your full name, address and credit card and/or other billing information or account information associated with a third party platform, like the Apple or Google Play stores. You agree to provide us or such third party with accurate, complete and current information at all times, and to comply with the terms and conditions of any ancillary agreement that you may enter into which governs your purchase. You shall be responsible for all charges made in your order as well as for any applicable taxes. We reserve the right to refuse any order you place with us. In the event we make a change to or cancel an order, we will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. To the fullest extent permitted by law, membership fees and pre-paid point purchases are non-refundable.
B. Your right to any memberships, points or other products that are available is conditional on our receipt of the appropriate payment for such products. If such payment cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, you agree that we reserve the right to cancel your order.
C. We attempt to be as accurate as possible in describing membership subscriptions and other products (including pricing) offered for purchase; however, we do not warrant that all such descriptions are complete, current or error-free. From time to time there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after orders are submitted).
D. We reserve the right, without liability or prior notice, to revise, discontinue, or cease to make available any or all products or to cancel any order. If there is any revision, discontinuance, or cessation, we may, in our discretion, provide memberships, points or other products which have substantially similar functionality and specifications to the items or subscriptions ordered or cancel your order.
8. Content in the Services.
A. You understand that all information and materials (including, without limitation, data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) accessible as part of, or through the use of, the Services are the sole responsibility of the person from which such information originated. All such information is referred to as “Content”. For the purpose of this Agreement, “Content” also includes all User Content (as defined below)
B. You acknowledge that Content presented to you as part of the Services may be protected by intellectual property rights which are owned by the persons and/or entities that provide that Content to us (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by us or by the owners of that Content, in writing.
C. We reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content.
D. You understand that by using the Services you may be exposed to Content that you may find objectionable and that, in this respect, you use the Services at your own risk.
E. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You retain ownership of any and all User Content created and/or uploaded by you. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.
F. Content that you create, transmit, or display while using the Services must be appropriate for the Services. We may reject, remove, or edit any Content that: (i) is unlawful, harassing, defamatory, abusive, hateful, threatening, obscene, harmful, tortious, libelous, or invasive of another's privacy; (ii) attacks the character or damages the reputation of other users, name-calls, insults, ridicules, mocks, electronically stalks or otherwise harasses another individual; (iii) contains material or language that is profane, pornographic, sexually graphic, ethnically offensive, “off color,” political, or propaganda; (iv) contains crude, vulgar or offensive images or nudity; (v) infringes or violates any party's rights, including, without limitation, using third-party copyrighted materials or the names or likenesses of others without appropriate permission and attribution, using third-party trademarks without appropriate permission or attribution or in a way that is likely or intended to cause confusion, or using or distributing third-party information (whether or not protected as a trade secret) in violation of a duty of confidentiality; (vi) has been broadcasted, streamed, published or televised in any form of media, including, without limitation, television, books and movies; (vii) contains any advertising, promotional materials, chain letters, spam, junk mail, or any other type of unsolicited mass email to people or entities that have not agreed to be part of such mailings; (viii) uses the Services to buy or solicit any goods, Services, or money to advertise or sell products or Services of others; (ix) depicts or describes any activities that would violate the personal privacy rights of others; (x) impersonates any person or entity; falsely states or otherwise misrepresents an affiliation with any person or entity; intentionally omits, deletes, forges, or misrepresents transmission information, including, without limitation, headers, return mailing, and Internet protocol addresses; or otherwise manipulates identifiers to disguise the origin of any Content transmitted to the Services; (xi) contains any worms, viruses, or other harmful, disruptive, or destructive files, code, or programs; (xii) interferes with, disrupts, or harms in any way the Services or any servers or networks connected to the Services; (xiii) uses the Services for any illegal purpose, or violates any applicable local, state, national, foreign or international law or regulation, intentionally or unintentionally; (xiv) promotes drugs, illegal or inappropriate activities or any other dangerous behavior that may result in harm; (xv) posts on behalf of a banned user; or (xvi) we otherwise determine to be inappropriate for the Services or inconsistent with our image and reputation.
G. Subject to these Terms of Use, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content (other than your User Content) for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content (other than your User Content) for commercial use or in any way that violates any third party right.
H. We do not guarantee that any Content will be made available on the App or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify or otherwise manipulate any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove or block any Content from the Services.
7. Intellectual Property.
A. You acknowledge and agree that we (or our licensors) own all legal right, title and interest in and to the Services, including, without limitation, any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist) including, without limitation, all rights with respect to copyrights, patents, trademarks, Services marks, moral rights, trade names, domain names, technology, mask works, know-how, design rights, trade dress, trade secrets, inventions, ideas, processes, formulas, source code and object code, data, and similar rights including, without limitation, the information in any application, registration, or renewal thereof that may be protected under the intellectual property laws, regulations, or rules of any country. Without limiting the foregoing, the “look and feel” of the Services, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material, and all intellectual property rights to the same, are owned or controlled by us, our licensors, or both.
B. You agree that in using the Services, you will not use any trademark, Services mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
8. Grant of Rights.
A. You retain copyright and any other rights you already hold in Content which you upload or otherwise submit to, or make available on, the Services.
B. By posting, uploading, submitting or otherwise making available Content, you give us (and those we work with) a worldwide, perpetual, fully-sublicensable (through multiple tiers), transferable, irrevocable, royalty-free, and non-exclusive license to use, host, store, reproduce, adapt, modify, translate, rearrange, publish, publicly perform, publicly display, distribute, create derivative works, and otherwise exploit such Content (in whole or in part) in any manner or media whatsoever, now known or hereafter developed, for any purposes, including but not limited to the purposes of operating, promoting, and improving our Services, sharing and exploiting Content with other users and third parties, and to develop new products and Services.
C. The Services is a public platform and other users of the Services may, and you hereby grant all users of the Services the right to, use, redistribute, create derivative works, reproduce, adapt, and/or modify your Content, and to distribute and publicly perform derivative works and adaptations of your Content via the Services, in each case solely to the extent permitted by the features and functionalities of the Services.
D. You agree that we may use your feedback, suggestions, or ideas in any way, including, without limitation, in future modifications of the Services, other products or Services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully-paid up, royalty free license to use the feedback, suggestions, and ideas you provide to us in any way.
E. You agree that we are not responsible for protecting and enforcing any intellectual property rights granted by you to us in connection with this Agreement and that we have no obligation to do so on your behalf.
F. By submitting Content, you also grant us the right to use your name, picture, likeness, voice, and biographical information in connection with the use or publication of your Content.
G. In connection with Content you upload, submit, post, or otherwise make available via the Services, you affirm, represent, and warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use such Content in the manner contemplated by this Agreement. You further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including, without limitation, privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant to us and other users of the Services all of the rights granted herein.
H. You understand that we may (a) transmit or distribute your Content over various public networks and in various media; (b) make such changes to your Content as determined by us in our sole discretion (including, without limitation, changes to conform and adapt Content to the technical requirements of connecting networks, devices, Services or media); and (c) display advertisements in connection with your Content and/or use your Content for advertising and promotional purposes. You agree that the rights and licenses you grant to us in this Agreement shall permit us to take these actions.
I. You represent and warrant to us that you have the full right, capacity, power and authority necessary to grant the rights and licenses granted herein.
9. Copyright Agent. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others. If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our copyright agent with the following information: an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Services; your address, telephone number, and e-mail address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf. Any notification by a copyright owner or a person authorized to act on such copyright owner’s behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. Our copyright agent for notice of claims of copyright infringement can be reached as follows:
Name: Ready Makers inc Copyright Agent
Email: win@getready.io
We suggest that you consult your legal advisor before filing a notice with our copyright agent. You should note that there can be penalties for false claims under the DMCA.
10. Privacy Policy. For information about our data protection practices, please read our privacy policy available at https://www.thereadygames.com/match-privacypolicy. This policy explains how we treat your personal information, and how we protect your privacy when you use the Services. You agree to the use of your data in accordance with our privacy policy.
11. Mobile Software.
A. We make available the Mobile Software to access the online aspects of the Services via a mobile device. To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. We do not warrant that the Mobile Software will be compatible with your mobile device. We grant to you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Services account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar Services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that we may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party end user license agreement, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and we or our third party licensors or suppliers retain all right, title, and interest in and to the Mobile Software (and any copy of the Mobile Software). You agree to comply with all United States and foreign laws related to use of the Mobile Software and the Services. Standard carrier data charges may apply to your use of the Mobile Software.
B. The following also applies to any Mobile Software you acquire from the iTunes Store ("iTunes-Sourced Software"): You acknowledge and agree that these Terms are solely between you and us, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Services. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support Services with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to us as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to us as provider of the software. You acknowledge that, in the event of any third party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and we acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the iTunes-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the iTunes-Sourced Software against you as a third party beneficiary thereof.
12. Changes to Agreement; Additional Rules & Policies. We reserve the right to change, amend and/or modify this Agreement, in whole or in part, at any time, upon the provision of reasonable notice thereof to you, which may include sending you an e-mail or posting an announcement of such modifications on the Services. You hereby acknowledge and agree that such changes, amendments and/or modifications will become effective when posted on the Services or as otherwise provided by us. From time to time, we may post on the Services or otherwise notify you of additional or different rules and policies relating to the Services. These rules and policies shall thereafter be part of this Agreement. If you use the Services after the posting or other notice of changes in this Agreement or changed rules or policies, you are agreeing to follow and be bound by them for such use.
13. NO WARRANTIES. THE Services IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US IN CONNECTION WITH YOUR USE OF THE Services, OR THAT THE Services, INCLUDING, WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER INFORMATION STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED WITH THE Services, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DISCLAIMERS OR LIMITATIONS OF WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Services IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE Services SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU OR ANY THIRD PARTY SUBMITS, POSTS OR SENDS OVER THE Services. YOU ARE SOLELY RESPONSIBLE FOR YOUR CONTENT AND THE CONSEQUENCES OF POSTING OR PUBLISHING IT, AND YOU AGREE THAT WE ARE ONLY ACTING AS A PASSIVE CONDUIT FOR YOUR AND OTHER USERS’ ONLINE DISTRIBUTION AND PUBLICATION OF CONTENT PROVIDED BY YOU AND THEM.
14. DISCLAIMER OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR PARENTS, SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY LICENSORS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE Services PROVIDED HEREUNDER OR ANY OTHER INTERACTIONS WITH US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS, PROFESSIONAL NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS OR LEGAL THEORY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER OR NOT THE DAMAGES ARISE DIRECTLY OR INDIRECTLY FROM: (i) THE USE OR MISUSE OF, OR RELIANCE UPON, THE Services PROVIDED HEREUNDER; (ii) THE INABILITY TO USE THE Services FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, OR DESTRUCTION; (iii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE Services; OR (iv) THE DELETION AND/OR CORRUPTION OF ANY DATA, INFORMATION, DOCUMENTS, FILES AND/OR ANY OTHER MATERIALS STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED TO THE Services. SUCH LIMITATION ON LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, THE TOTAL LIABILITY OF US, OUR PARENTS, SUBSIDIARIES, AFFILIATES, OR ANY OF OUR DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, OR AGENTS FOR ANY REASON WHATSOEVER RELATED TO USE OF THE Services OR ANY CLAIMS RELATING TO THIS AGREEMENT OR ANY CONTENT SHALL NOT EXCEED THE AMOUNTS, IF ANY, PAID BY YOU TO US DURING THE PAST TWELVE MONTHS (OR, IF WE CHOOSE, TO SUPPLY YOU WITH ACCESS AND USE OF THE Services AGAIN).
The Services is controlled and operated from facilities in the United States. We make no representations that the Services is appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable national, state, local or other laws, statutes, directives, rules, regulations, and all interpretations or orders of any government, administrative or regulatory authority or court, including but not limited to those related to export and import of software, technical information or Services. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.
15. Release and Indemnification. You agree to release, indemnify and hold harmless us, our parents, subsidiaries, affiliates, directors, members, officers, employees, agents and third party licensors, from and against any and all liabilities, losses, damages, claims and expenses, including, without limitation, attorneys’ fees, with respect to (i) your access, use or misuse of, or reliance upon, the Services, (ii) your actual or alleged violation or breach of this Agreement or rights of another, (iii) Content provided, modified, or adapted by you or through use of your account, and/or (iv) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder. For the avoidance of doubt, this section shall survive the termination of this Agreement.
16. California Waiver. If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.
17. Term and Termination. This Agreement is effective until terminated by us or you. We shall have the right to terminate this Agreement including, without limitation, your right to access and use the Services, at any time in our sole discretion and without advance notice to you. The licenses granted herein by us shall automatically terminate without advance notice if you fail to comply with any material provision of this Agreement. You may terminate this Agreement at any time by deleting your user account on the Services and discontinuing use of any and all parts of the Services. Upon termination of this Agreement for any reason, you shall immediately cease using the Services.
18. Governing Law and Venue for Disputes. This Agreement, and your relationship with us under this Agreement, shall be governed by the laws of the State of New York without regard to its conflict or choice of laws provisions. Except for any dispute related to us protecting our intellectual property rights, any dispute with us, or our parents, subsidiaries, affiliates, officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through final, binding, non-appealable arbitration in accordance with the American Arbitration Association rules in English, in front of one arbitrator with at least ten years experience in the area of the dispute. Each party shall equally bear the fees associated with such arbitration unless the arbitrator finds such to be an undue hardship on you and in that case, we shall bear the entire cost of the arbitration fees, excluding your attorneys’ fees. You may participate in such arbitration by mail and phone to the fullest extent allowed by the rules and the arbitrator. The arbitrator shall not issue a written opinion along with the judgment. For a dispute related to us protecting our intellectual property rights, we may opt to use the federal or state courts located in New York County, New York (and courts with appellate jurisdiction therefrom), except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case we may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, we are able to offer the Services at the terms designated, and that your assent to this provision is an indispensable consideration to this Agreement. You hereby consent to the personal jurisdiction of the courts and arbitration proceedings described above.
You also acknowledge and understand that, with respect to any dispute with us, our officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Services or this Agreement:
(i) YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
(ii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
19. Severability. If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.
20. No Assignment, Sublicense or Transfer; Export. You may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate this Agreement. Any software or technology obtained from us, including the Mobile Software, originates in the United States, and is subject to United States export laws and regulations. Such software and technology may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, software and technology obtained from us may be subject to the import and export laws of other countries. It is your responsibility to comply with all U.S. and foreign export and import laws and regulations.
21. Communications. You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on the Services, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.
22. Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter. All provisions that should by their nature survive the termination of this Agreement shall survive the expiration of this Agreement including, without limitation, the rights and licenses you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, no class action, and no trial by jury. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, AGENT, SALES PERSON, OR OTHER PERSON IS AUTHORIZED BY US TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT THAN OR IN ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES EXPRESSLY SET FORTH IN THIS AGREEMENT.
Contact. You may contact us at the following address: Ready Makers INC, 530 Park Avenue, 16A, New York, NY 10065.