Registration and Eligibility
1.2 You are identified by the information that you have provided in your registration for an account to use the App, and therefore your account (for access to and use of the App) cannot be transferred to any third party. Each user of the App may only use the App with his/her own account although a user who has a paid subscription may have multiple accounts, if the user’s subscription plan so permits. In the event that you have multiple user accounts, each user of such a user account will be deemed an “Authorised User” who must be an individual for whom you are their legal guardian or have full responsibility for (eg., your child, ward or legal spouse), and each such Authorised User must agree to be fully bound by all the provisions herein this Agreement before he/she is permitted to access the App. Accordingly, you agree that you will be jointly and severally liable for all acts and omissions performed through your multiple user accounts and for all acts and omissions of each of your Authorised Users.
1.4 You are fully responsible for the security of your own Account and access to the App, including but not limited to ensuring that your login ID and password are kept strictly confidential.
1.5 As your Personal Data is required to register an Account for and access the App and for the App to function appropriately, in the event that your Personal Data changes, or the Personal Data of any of your Authorised Users changes, you agree that you will update such changes via your user Account or email the Company (or such other notification procedures as may be informed by the Company to you from time to time), and/or procure your Authorised Users to do so as well. If you become aware that any third party might have knowledge of your (or any of your Authorised User’s) Account access information, you must immediately inform the Company via telephone at +639178928989 as well as email the Company at email@example.com to prevent further unauthorised access.
Description and Features of the App
2.1 The App aims to provide you, the user, with greater ease to access and play the games of your choice as well as take part in contests and events thereto on the move and in the comfort of your home. The App primarily enables your access to a variety of games pursuant to which you may be eligible for prizes, rankings against other players, and/or interactions with other players (dependent on the game itself, as well as your package, plan or subscription with the Company). You will be able to download games and related content via the App into your User Device from the App Sites. Accordingly, you agree that the Company has the sole discretion to determine which App Sites the App can be used in conjunction with, any applicable charges, and the Company is therefore fully entitled to add or remove any App Sites’ link from its App as well as any games on such App Sites at any time without notice or liability to you.
2.2 The features that are available to you via the App or your selected games will be dependent on the category of subscription plan that you have subscribed to and/or the credits purchased.
2.4 The Company may from time to time in its sole discretion provide and install updates that introduce new features, improve the efficiency, safety and reliability of the App, patches, extensions, enhancements, bug fixes for the App or parts thereof, and updates and enhancements to previously installed versions of the App (including entirely new versions) (collectively, “App Updates”). Your use of any App Updates will be covered by this App’s T&Cs unless you are asked to agree to new or additional terms or a renewed version of this Agreement at the time of your access to the App Updates.
2.5 In the event that the App, or the Company via the App or any of the App Sites, suggests to you certain recommendations (including but not limited to recommendation to upgrade your subscription plan, purchase a third party software, or access a new App Site, etc.), whether you decide to rely and act on such recommendations is ultimately in your sole discretion. The Company bears no responsibility or liability of any kind whatsoever thereto in relation to any consequences or loss that you may suffer in relation to your reliance on or use of such recommendations.
2.6 All games, information, videos, data, files and other content that you download into your User Device or stream via your User Device or retain/store in your User Device is your responsibility, and you therefore agree not to howsoever hold the Company liable for any consequences or losses that you may suffer, including but not limited to data loss, damage to your User Device, phishing, third party claims for infringement, defamation, viruses or worms attaching to your User Devices etc.
3. License Rights; Obligations and Restrictions
3.1 Subject to your compliance with all the terms and conditions of the Agreement, during the subsistence of this App’s T&Cs , the Company hereby grants to you a non-exclusive, revocable (in the Company’s sole discretion), non-transferable, non-sublicensable, right to download into your User Device the App, access and use the App, download and play games as well as participate in events, contests and discussions thereto via the App, and to permit your Authorised Users to similarly do so, whereby all such aforesaid activities are only for your exclusive personal use and enjoyment, and not for sharing, lending, commercialization, business purposes, re-sale, publication, circulation, time-sharing, re-lease, or re-distribution, whether any payment or gratuity is involved or otherwise.
3.2 For the avoidance of doubt, the App and all downloaded/streamed games are only licensed (non-exclusively), not sold, to you. You acquire no right, title or license whatsoever in the App or any data, software, content, application or materials accessed from or incorporated in or accompanying the App, nor any games, videos, files, data or other information downloaded from the App Sites. The Company reserves and retains its entire right, title, interest and licenses in and to the App and games and their respective contents as well as all copies and derivations thereto, including without limitation all copyrights, interface layouts, trademarks, service marks, slogans, patents, trade secrets, algorithms, design rights, and other intellectual property rights therein or relating thereto, regardless of whether such intellectual property rights are registrable, registered, or unregistered under any intellectual property regime in any jurisdiction. Accordingly, the Company reserves the right at any time to (in its sole discretion) revoke its aforesaid licence to you in relation to the App, any games, media content or other items licensed to you, limit or suspend the availability of services or features of the App and games, whether to carry out maintenance work, updates, and further developments, or otherwise.
3.3 You shall not, and you shall procure that your Authorised Users do not, directly or indirectly, nor assist any third parties, to: (a) copy the App or any games, except as expressly permitted by this App’s T&Cs and only to the extent that is necessary for the use (limited to downloading, installing and operation) of the App on your User Devices; (b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the App or any games; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the App or any games or any part thereof; (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property, or proprietary rights notices from the App, our website, our forums, any games or other contents, including any copy thereof; (e) reproduce, disseminate or otherwise make available to any third parties any content of the App or games, including but not limited to videos, animations, media files, texts, pictures, graphics, photos, music, sounds and other materials in electronic or printed publications, except on your personal blog, social media account or website for the limited purpose of providing a fair review of your experience of the App and/or games and subject to your agreeing to promptly remove any content relating to the App and/or games thereon your personal blog, social media account or website upon our notification thereto at any time without our having to provide you with reasons thereto; (f) rent, lease, lend, sell, sub-license, assign, distribute, publish, transfer or otherwise make available the App, any features or functionality of the App, any games, media content or data thereto, to any third party for any reason; (g) use any part of the App or games or related interaction/discussion channels to transmit any content, data or information that is unlawful, defamatory, seditious, religiously offensive, illegal, or invasive of another’s privacy right or right of publicity; (h) infringe any intellectual property rights when using the App or games or any of their contents (or any part thereof); (i) interfere with or disrupt any feature, application, or software in or related to the App, games or App Sites; (j) use the App or any games or their contents in the operation of a service bureau, outsourcing or time-sharing service; (k) circumvent or disclose the user authentication, or security of the App or any host, network, or account related thereto; (l) access or use the App or any games for the purpose of building a competitive product or service or copying its features or user interface; (m) permit access to the App or any games on your User Device by a third party who is not an Authorised User; and/or (n) use third party software, applications, unauthorised content, or other components not provided by the Company in conjunction with the App without the prior written approval of the Company.
3.4 ALL GAMES AND CONTENT MADE AVAILABLE FOR USE WITH THE APP ARE COPYRIGHT PROTECTED AND MAY BE SUBJECT TO LICENSES GRANTED BY THE LICENSORS TO THE COMPANY SOLELY FOR THE ENTERTAINMENT OF THE LEGITIMATE /AUTHORISED APP USERS. ACCORDINGLY, ALL INTELLECTUAL PROEPRTY RIGHTS AND PROPRIETARY RIGHTS IN AND TO SUCH GAMES AND CONTENT ARE OWNED SOLELY BY THEIR RESPECTIVE LICENSORS (which may include an entity related to the Company) AND/OR THE COMPANY, AND YOU UNDERTAKE NOT TO HOWSOEVER BREACH THE INTELLECTUAL PROPERTY RIGHTS INHERENT IN THE GAMES AND CONTENT AS WELL AS LICENSES AS GRANTED BY THE LICENSORS TO THE COMPANY BY UTILIZING, DISSEMINATING, DUPLICATING AND/OR SHARING (EXCEPT AS MAY BE PERMITTED BY THIS APP’S T&Cs), LEASING, RENTING, MODIFYING, TRANSLATING OR CREATING DERIVATIONS OF THE SAID GAMES AND CONTENT.
3.5 Further to Clause 3.4 above, access to the abovesaid games and content are limited to specific jurisdictions, therefore some games and content may only be accessible if you are in the particular jurisdiction for which such games and content have been made available by the Company. Accordingly, you undertake not to use, copy, store, access, or share the games and content outside of their permitted jurisdiction(s). In the event that you ignore the notification on jurisdictional restrictions associated with each game and/or content, resulting in copyright infringement claims from the licensors of the said game content or other third parties, you agree to fully indemnify, hold harmless and defend the Company and its related entities from all costs, losses, penalties, fines, royalties, licence fees, damages and expenses (including without limitation legal fees on a client-solicitor basis).
3.7 YOU AGREE THAT OUR COMPANY WILL NOT UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY PRODUCTS, SERVICES, INFORMATION, DATA, GAMES, VIDEOS, FILES, WRITE-UPS, RESOURCES, APPLICATIONS, FUNCTIONS, AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD PARTY SITES AND/OR YOUR COMMUNICATIONS OR DEALINGS WITH ANY THIRD PARTIES THERETO, OR FOR ANY HARM SUFFERED BY YOU IN RELATION THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON ANY PART OF ANY THIRD PARTY SITES, INCLUDING BUT NOT LIMITED TO THE THIRD PARTY SITES’ CONTENT OR BUSINESS PRACTICES (REGARDLESS OF WHETHER SUCH THIRD PARTY SERVICES OR WEBSITES WERE LINKED TO THE COMPANY’S WEBSITE, APP, FORUM, OR OTHER PLATFORMS OPERATED BY THE COMPANY).
3.8 If as part of your use of the App, you are granted access to a free or trial version of a feature, an application or software in relation to the App or certain games or contests/events that you can participate in (“Free App”), you agree and acknowledge that the Company has no obligation to provide any particular service level or support services in relation to the Free App, and the Company may at any time in its sole discretion cease providing access to such Free App without prior notice or reasons to you. The Company is also entitled to impose charges for such Free App at any time, and if you do not agree to such charges after being notified of the same, you will not be permitted to access the Free App any further. This Clause 3.8 supersedes any conflicting term of this App’s T&Cs.
3.9 You agree that your subscription to the App is neither contingent upon the delivery of any future functionality, features or games, nor dependent upon any oral or written representations made by any personnel or agent of the Company, including without limitation any roadmaps, visions or plans, with respect to future functionality or features.
3.10 There may be storage limits, access or downloading speed restriction associated with a particular feature within the App or a particular game. These storage, access or downloading speed limits are described in the service descriptions on the Company’s website, game site, and/or relevant App Sites, in your account, during your signing up for an account or subscribing to any plan or use of the App, or during your downloading of or access to a game, or in any notifications from the Company to you in relation to your subscription or account. In the event that you require additional storage capacity, access or downloading speed, the Company reserves the right to charge for additional storage capacity, access or downloading capabilities at such rates as the Company may notify to you in writing, emails, notices to your account, or in-App notifications. The Company further reserves the right to modify any storage capacities, access or downloading speed for games and/or any features of the App or particular games, in its sole discretion, but shall inform you beforehand if such modification prejudices your effective use of the feature in the App or particular game that you have specifically subscribed and paid for.
3.11 In order to improve the App and games, the Company may from time to time request for feedback (including participation in surveys) from you in relation to the App, games, their respective features, write-ups, contests, events, promotions, and/or the Company’s service levels. You agree to participate in all such feedback requests from the Company, and that all feedback shall become the property of the Company (including all inherent intellectual property rights such as copyright), and the Company shall be free to howsoever edit and use such feedback from you (including but not limited to using your feedback to improve any technical feature of the App, uploading your feedback onto the Company’s website or forum, in-App notifications to all users, App Sites, blog sites, or other social media platform accounts of the Company) without notice or reference or remuneration or attribution to you.
4. Your Data
4.1 You hereby grant to the Company a non-exclusive, worldwide, royalty-free right to collect, use, copy, store, transmit, modify, process and create derivative works of your Client Data (which is constituted of your Personal Data and other data that you provide to or is accessed by Company in relation to your user Account, use of the App, games and participation in contests or events), in each case solely to the extent necessary for the Company to provide the App, the games and their respective features and services to you and your Authorised Users (including without limitation preparing backup copies, generated via the App based on Client Data if any such service is provided by the Company in its sole discretion), and as may be set forth herein for the Company’s performance of its obligations hereunder this App’s T&Cs. You further agree that the Company is permitted to access your Account and your Authorised Users’ accounts for the purpose of assessing, responding to and providing support based on your request for support.
4.2 You agree that the Company may analyse the information concerning your and your Authorised Users’ use of the App, games, and their respective features to improve the Company’s products and services, to provide you with reports on your use of the App, games, contest results, prize eligibility, downloading frequency, and to compile aggregate statistics and usage patterns by customers of the Company (and users of the App and games) in general pertaining to their usage of the various features of the App as well as participation in the various games and events or contests thereto.
4.3 You understand and agree that you are solely responsible for determining the suitability of the App for your personal requirements, and for ensuring that your use of the App as well as your participation in games, events and contests complies with all applicable guidelines, regulations, laws, and conventions.
4.7 The Company implements industry-standard acceptable security procedures and technological measures to protect Client Data and transmission, and selects only reputable third party vendors after performing its due diligence checks. However, since the App and games are provided or made available online, you understand and agree that your use of the App and games (including any contests or events therein) necessarily involves transmission of Client Data over networks that may not be owned, operated or controlled by the Company, and such transmission may also be cross-border via different countries. Therefore, the Company is not responsible for any of Client Data that may be lost, altered, intercepted or stored across such networks, and the potential application of foreign laws in relation to the treatment and protection of your Client Data. Furthermore, the Company cannot guarantee that its security procedures will always be error-free, that transmissions of Client Data will always be secure or that unauthorised third parties will never be able to circumvent the Company’s security measures or those of the Company’s carefully selected third party service providers.
4.8 You undertake to fully defend, indemnify and hold harmless, jointly and severally, the Company and each of its related entities as well as all of their respective directors, officers, shareholders and agents (collectively and individually, “Indemnified Persons”) from and against any loss, cost, liability or damage, including legal fees on a client-solicitor basis, for which any Indemnified Persons may howsoever become liable arising from or relating to any claim relating to any Client Data, including but not limited to any claim brought by a third party alleging that any part of the Client Data, or your use (or your Authorised Users’ use) of the App, games or any content thereto and/or participation in any events, contests, promotions or competitions being not in compliance with this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law or regulation.
5. Prices and Terms of Payment
5.1 Upon your signing up for a subscription plan for use of the App, you shall pay online to the Company all fees stipulated as being payable in your Account, payment prompts sent to you via the App, emails or any other notifications from the Company in relation to your selected subscription plan for the entire duration of your subscription, including all subsequent recurring payments as may be stipulated in your selected subscription plan.
5.2 Except for payments that are collected online by the Company at your point of subscription to the App and the standard recurring payments that are charged to your credit card as per your subscription plan, as well as all other online purchases via the App or Company’s website (including without limitation purchase for credits and access to specific features, functions, events or games), for all other fees howsoever due to the Company, you shall pay to Company all such fees within five (5) calendar days of the date of Company’s invoice to you. All fees not paid when due shall accrue interest at 12% per annum or the maximum rate allowed under applicable law, whichever is the lower, and an administrative fee of US$10 may also be levied for each reminder for payment sent to you.
5.3 Certain games or features, events, competitions, in-game items or content therein certain games (“Paid Features”) might require additional fees or credits in addition to the subscription fees that you have paid pursuant to Clause 5.1 before you can access, use, participate in or download such Paid Features. Accordingly, you will be required to make full payment of the additional fees online (via your credit card, debit card, Paypal, or other online payment solutions and gateways made available by the Company from time to time) for such Paid Features before you can access, use, participate in or download the said Paid Features. All such additional fees paid to the Company shall not be refundable in whole or in part unless there is a technical fault on the part of the Company which substantively obstructs your access, use, participation in or downloading (as may be applicable) of the Paid Features, in which case, you will need to email the Company at firstname.lastname@example.org, and allow the Company five (5) working days to resolve the technical issue. In the event that the Company is unable to provide you with the paid for Paid Features within five (5) working days, the Company shall refund to you the additional fees that you have paid for the said Paid Features without any interest or other compensation thereto, and such refund shall constitute your sole and exclusive remedy against the Company in this regard.
5.4 Any delay or failure by you to make payment due to the Company within stipulated timelines shall entitle the Company to immediately suspend your (and if any, your Authorised Users’) access to the App, games and/or any contests, events or promotions without any prior notice to you or your Authorised Users, and such suspension shall continue until all outstanding fees are fully paid. For the avoidance of doubt, recurring fees as set forth in your user Account, payment prompts sent to you via the App, emails or any other notifications from the Company in relation to your selected subscription plan for the entire duration of your subscription shall continue to be payable during the suspension period, and any suspension pursuant to this Clause 5.4 shall be without any additional liability to the Company.
5.5 In the event of any suspension pursuant to Clause 5.4 above exceeding thirty (30) days, the Company shall have the right to terminate your Account immediately upon written notice to you. Thereafter, Clause 5.7 below shall apply.
5.6 In the event that you require any additional features not included in your then subsisting subscription plan, you must send a written request to the Company, and the Company will inform you of the additional fees payable. Such additional fees and added features shall then constitute part of your contract with the Company hereto (as amended by the additional fees and added features). The subscription period of such additional fees and added features shall be coterminous with the then-current subscription period of your presently subsisting primary subscription plan, irrespective of the commencement date of such added features, and all fees shall be pro-rated accordingly.
5.7 Unless terminated pursuant to Clause 6.4 below, all fees stipulated as payable upfront on any subscription form, in your user Account, or subscription/registration email or notice sent to you (whether via the App or otherwise) in relation to your sign-up for a subscription plan, must be paid in advance for each subscription period for the entire Subscription Term. In the event of any early termination not pursuant to Clause 6.4 below, all amounts that would have been payable for the remaining balance of the then subsisting subscription period shall immediately become due and payable. No refunds shall be made for any advance fees paid unless this App’s Agreement is terminated pursuant to Clause 6.4 below.
5.8 All fees stipulated herein this App’s T&Cs (including without limitation any fees indicated in your user Account, in-App notices and emails sent to you by the Company) are exclusive of Taxes. If any Taxes are payable, such amounts are payable by you on top of and above the fees stipulated herein. You shall be fully responsible for paying any such Taxes invoiced by Company to you. “Taxes” includes without limitation goods and services tax, value added tax, import tax, customs duties, withholding tax, royalties, and any other taxes that may be applicable to the transactions contemplated hereunder this App’s Agreement. For the avoidance of doubt, the Company shall be responsible for its own income/corporate tax and all royalties/licensing fees payable to the licensors of the games playable via the App.
5.9 In the event that you require any specific troubleshooting, support and/or maintenance from the Company, or pursuant to any other request agreed to by Company in its sole discretion, such additional services may be subject to additional fees and reimbursements payable to the Company, and you shall be responsible for fully paying online to the Company such additional fees and reimbursements prior to the provision of such additional services by the Company.
5.10 n the event that you wish to use any third party software or service in conjunction with the App or any games, or you request for any additional applications, features or software in relation to the App or any game that will require the use of third party software, you must seek Company’s prior written approval, and in the event that the Company agrees in its sole discretion to assist you with the procurement and/or integration of such third party software into your usage of the App and/or any game, you agree that you shall be fully responsible for the licensing fees payable for the use of such third party software and be subject to the applicable third party terms and conditions. Company shall have no liability for any defect or failure of the App or any game (or any features therein) caused by such third party software, and you shall not be entitled to any reduction in subscription/usage fees for the App in relation thereto. Company shall also be entitled to impose additional fees for its assistance rendered to you in relation to the procurement, integration and/or customization in relation to the said third party software. For the avoidance of doubt, you agree that the Company may at any time deny access to and/or use of the App and/or any game if the Company determines in its reasonable discretion that your usage of any third party software or service poses a security or confidentiality risk to the App, any game, any data or intellectual property of the Company or its licensors.
6. Term and Termination
6.1 This App’s Agreement commences on the date that you sign up for an Account to use the App, and shall end when all obligations hereunder this App’s Agreement have been fulfilled by both Parties.
6.2 Your initial subscription period is as set out in your user Account and/or any registration emails or in-App notices that you may receive (in accordance with your selected subscription plan), and subscription shall be automatically renewed for further similar periods until terminated by you via your Account, or an email sent to email@example.com, and the Company acknowledges such termination notice, at least one (1) month prior to the end of the initial subscription period or the then subsisting further renewed period (whichever is applicable). The initial subscription period and any renewal periods shall each be referred to as a “subscription period” and collectively referred to as the “Subscription Term”.
6.3 Unless the Company materially breaches any term in this App’s T&Cs and does not remedy such breach within thirty (30) days of written notice from you specifying the details of such breach, you shall not be entitled to pre-maturely terminate the initial subscription period or a renewed subscription period (Clause 5.7 shall apply should you pre-maturely terminate an existing subscription period).
6.4 In the event that the Company seeks to terminate this App’s T&Cs for convenience, the Company shall provide thirty (30) days’ prior written notice to you, and will refund to you the fees paid for the remainder of the relevant subscription period on a pro-rated basis.
6.5 In the event of any material breach of this App’s T&Cs by you, including but not limited to non-payment of any fees due and outstanding for more than thirty (30) days after its due date, the Company shall be entitled to immediately terminate your contract with the Company hereto upon written notice to you. Termination pursuant to this Clause 6.5 shall not prejudice any rights or remedies that have accrued to the Company prior to the date of termination, and the Company is fully entitled to seek redress against you for all loss and damages howsoever suffered whether at law, contract, tort or in equity. You further agree that you will fully indemnify and reimburse the Company for all legal fees incurred by the Company on a client-solicitor basis in the event that the Company needs to take any action against you to enforce its rights under this App’s T&Cs including but not limited to issuance of demand letters and legal proceedings in Court.
6.6 Notwithstanding the Company’s right to terminate as set forth in Clause 6.5 above, the Company may, in its reasonable determination, immediately deactivate your login credentials (and your Authorised Users’) and/or temporarily suspend access to your Account, the App or any of the games or a portion thereof, if and to the extent the Company can substantiate that your continued use of the App or access to any game by you or your Authorised User(s) may result in harm to the App or any game or content thereto (including without limitation the security of the systems used to provide the App or the integrity or property rights of any game or its content) or other customers of the Company, or the rights of third parties. Thereafter, the Company shall notify you accordingly.
6.7 Upon termination of your user Account, you must immediately cease all access to and use of the App and all games. Where you have stored in your User Device any games, related content or files or data downloaded from any App Sites or via the App, you must delete all copies of such media content or files or data from your User Device within seven (7) calendar days after the termination of your user Account, failing which the Company shall have the right to remotely or physically access your User Device and/or user Account to delete such content, files or data without any liability or notice to you and you shall fully reimburse the Company for all costs (including without limitation legal fees on a solicitor-client basis) that it incurs thereto.
7. Intellectual Property Rights
7.1 The Company or its related entities (or its licensors, as the case may be) own all right, title and interest in and to any and all copyrights, trademark rights, patent rights, database rights, other intellectual property and/or other rights in and to the App, all games and content thereto, related write-ups, software, algorithms, source codes, applications, interface, design layouts, charts, reports, graphs, any improvements, design contributions or derivative works thereto, and any knowledge or processes related thereto and/or provided hereunder (collectively “Company IP”). Except for the limited rights to use expressly granted herein, the Agreement (including this App’s T&Cs) does not transfer from the Company any proprietary right or interest in any of the Company IP to you or your Authorised User(s). All rights not expressly granted to you in this App’s T&Cs are reserved solely to the Company and its licensors.
7.2 You covenant, on your own behalf and your successors and assigns, not to assert against the Company or any of its related entities, or their licensors, any rights, or any claims of any rights, in and to any of the Company IP.
7.3 In the event that the Company provides to you any (online or offline) training sessions or materials or manuals to assist you in your use and/or the downloading of the App or any games (or your participation in any events or contests thereto), and any associated software thereto, you agree that Company shall retain all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments related to any such training services provided by the Company (collectively “Training Materials”). Any Training Materials provided to you may be used only in connection with the App subject to the same use restrictions for the App.
8. Exclusion, Limitation of Liability, and Indemnification
8.1 Neither the Company nor its suppliers or licensors makes any warranty whatsoever, including without limitation, that the App, any games, contests, events, features or any content will be uninterrupted, accessible, accurate, error-free, of high resolution, or enjoyable gameplay, that any defects will be corrected, is free of viruses or other harmful components, or as to the accuracy, completeness, reliability, availability, security, suitability, quality, non-infringement, performance, operation or result obtained from the use of the App, any games, forums, contests, events, competitions, in-game items, any of its respective features, functions, products, or services.
8.2 THE APP, THE APP SITES, ALL GAMES, FORUMS, BULLETIN BOARDS, EVENTS, CONTENTS, PROMOTIONS, AND ALL THEIR RESPECTIVE CONTENT, FEATURES, FUNCTIONS, VIDEOS, ANIMIATIONS, FILES, CONTENT, DATA AND SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND (EXPRESS, IMPLIED AND/OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF YOU HAVE INFORMED THE COMPANY IN ADVANCE OF SUCH PURPOSE), ALL OF WHICH THE COMPANY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. YOU AGREE THAT YOUR USE OF THE APP, THE APP SITES, GAMES, EVENTS, PROMOTIONS, CONTESTS, AND THEIR RESPECTIVE CONTENT, FEATURES, FUNCTIONS AND SERVICES IS AT YOUR SOLE RISK AND VOLUNTARY DISCRETION.
8.3 IN NO EVENT SHALL THE COMPANY OR ANY OF ITS RELATED ENTITIES OR THEIR RESPECTIVE DIRECTORS OR OFFICERS OR EMPLOYEES OR AGENTS OR SUBCONTRACTORS BE LIABLE FOR ANY DIRECT AND INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES, LOSS OF PROFITS, LOSS OF PUBLICITY, LOSS OF BENEFITS, CORRUPTION OR LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE APP, THE APP SITES, ANY GAMES, FORUMS, BULLETIN BOARDS, EVENTS, CONTESTS, PROMOTIONS, OR THEIR RESPECTIVE CONTENT, FEATURES, FUNCTIONS, PRODUCTS, VIDEOS, FILES, DATA AND SERVICES, AND WHERE ANY SUCH DAMAGES CANNOT BE FULLY EXCLUDED, YOU AGREE THAT THE TOTAL LIABILITY OF THE COMPANY SHALL NOT EXCEED US$50, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND SUCH LIQUIDATED DAMAGES OF US$50 SHALL CONSITUTE YOUR EXCLUSIVE AND SOLE REMEDY. ACCORDINGLY, YOU AGREE THAT UPON RECEIPT OF PAYMENT OF US$50 FROM THE COMPANY HERETO, YOU SHALL WAIVE ALL FURTHER RIGHTS AGAINST THE COMPANY AND UNDERTAKE NOT TO COMMENCE ANY LEGAL ACTIONS OR OTHER PROCEEDINGS AGAINST THE COMPANY.
8.4 You hereby agree to fully defend, indemnify and hold harmless, on a joint and several basis, the Company, its related entities, and their respective directors, officers, shareholders, successors in interest, employees, agents, suppliers and licensors harmless from and against any and all third-party claims of liability, losses, damages and costs, including, without limitation, reasonable attorneys' fees (on a client and solicitor basis), arising out of or in connection with your use of (or inability to use) the App, the App Sites, any games, events, contests, promotions, forums, bulletin boards, their respective content, videos, data, media content, files, products, features, functions and services, and breach of any licence or intellectual property rights in and to any games or content thereto.
9.1 Confidential Information shall not be used or reproduced in any form except as required to accomplish the intent and perform the obligations of this App’s T&Cs. Any reproduction of any Confidential Information of the other Party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party; (a) shall take all Reasonable Steps (defined below) to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person or entity other than individuals or related entities whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder and who are under obligations of confidentiality substantially similar to those set forth herein. As used herein “Reasonable Steps” means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Confidential Information of either Party disclosed prior to your access to or use of the App shall be subject to the protections afforded hereunder. If the Receiving Party is compelled by law or legal process to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prompt prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
9.2 The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that; (a) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the Receiving Party; (c) at the time of disclosure, was known to the Receiving party free of restriction; or (d) the Disclosing Party agrees in writing is free of such restrictions.
9.3 You shall not disclose the terms and conditions of this App’s T&Cs or the pricing contained herein to any third party unless permitted under Clause 9.1. You are permitted to use the Company’s name and logo to factually indicate that you are a subscriber to the App or player of any games thereto, but for any other usage of the Company’s name and/or logo, you must seek Company’s prior written consent.
9.4 “Confidential Information” means with respect to; (i) you, the Client Data, and your Personal Data; and; (ii) the Company, the provisions of this App’s T&Cs, the pricing of your subscription plan, all algorithms related to the App and any games, communications from the Company to you, financial information of the Company, and any other non-public information that provides the Company with a competitive edge in the gaming industry. In addition to the foregoing, Confidential Information of either the Company or you (the Party disclosing such information being the “Disclosing Party” and the Party acquiring such information being the “Receiving Party”) includes information which the Disclosing Party protects against unrestricted disclosure to others that; (a) the Disclosing Party or its representatives designates as confidential at the time of disclosure; or (b) should reasonably be understood to be confidential given the nature of the information or the circumstances surrounding its disclosure; including, without limitation, information about or concerning any third party that is disclosed to Receiving Party under the Agreement.
10. General Provisions
10.1 Any provision herein that must necessarily survive the termination of this App’s Agreement in order to give effect to its intent shall survive the termination of this App’s Agreement, including but not limited to Section 3, Section 4, Section 7, Section 8, Section 9, and Section 10.
10.2 It is the intent of the Parties that in case any one or more of the provisions contained in the App’s Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of the App’s Agreement, which shall be construed as if such invalid or unenforceable provision had never been contained herein.
10.3 If either Party should waive in writing any breach of any provision of the App’s Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.
10.4 Both Parties agree that this App’s Agreement shall be governed by and construed in accordance with the laws of Singapore without any reference to any conflict of law theories. Both Parties therefore also hereby submit to the non-exclusive jurisdiction of the Courts of Singapore for any disputes howsoever arising from this App’s Agreement.
10.5 All notices pursuant to this App’s Agreement shall be in writing and shall be deemed duly given when delivered to the address (including email addresses) last provided by one Party to the other (or based on the last communication between the Parties). All notices from one Party to the other detailing any breach of this App’s Agreement or seeking termination of this App’s Agreement or Subscription Term will only be deemed valid if the other Party confirms its receipt of such notices (whether via email or acknowledgement of receipt with the courier).
10.6 Except for payment of any monies due hereunder this Agreement, any other delay or non-performance of any provision of the App’s Agreement caused by conditions beyond the reasonable control of the performing Party shall not constitute a breach of the App’s Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.
10.7 You may not, without the Company’s prior written consent, assign, delegate, pledge or otherwise transfer the App’s Agreement, or any of your rights or obligations under the App’s Agreement, to any third party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. The Company may however assign the App’s Agreement to any of its related entities at any time. You further agree that the Company may in its sole discretion subcontract the provision, maintenance and/or development of parts of the App and games to third parties.
10.8 The Parties are independent contractors, and no partnership, joint venture, agency, fiduciary or employment relationship between the Parties is created as a result of this App’s Agreement.
10.9 Except for related entities of the Company and licensors of the games made available for access via the App, no other person or entity who is not a party to this Agreement shall be entitled to rely on or enforce any provisions of this App’s Agreement and the Contracts (Rights of Third Parties) Act is specifically excluded from application to this Agreement. It is acknowledged by both Parties that except for the licensors of the games made available for use on the App and the related entities of the Company who are intended third party beneficiaries of this Agreement, there are no other third party beneficiaries to the App’s Agreement, including without limitation, Authorised Users. All references herein this App’s Agreement to “related entity” or “affiliate” of the Company shall mean companies who have the same parent or ultimate parent company as the Company or is constituted with the same majority shareholders of the Company.