Terms of Service - GameFlex

1. Introduction; Your Agreement to these Terms of Service

PLEASE READ THESE TERMS OF USE CAREFULLY. THIS IS A BINDING CONTRACT.

Welcome to GameFlex, which is operated by GameFlex, Inc. (the "Company"). By creating a GameFlex account and using the GameFlex application (the "App"), you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy. incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the App.

If you do not understand all of these Terms of Service, you should seek for legal opinions before agreeing to any of the Terms of Service.

You understand and acknowledge that when using the App, you will be exposed to content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content.

You further understand and acknowledge that you may be exposed to content that is inaccurate, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the App with respect thereto, and agree to indemnify and hold the Company, its licensors, service providers, officers, directors, employees, agents, successors and assigns, harmless to the fullest extent allowed by law regarding all matters related to your use of the App.

2. Ability to Accept Terms of Service

YOU AFFIRM THAT YOU ARE AT LEAST 13 YEARS OF AGE AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THESE TERMS OF SERVICE, AND TO ABIDE BY AND COMPLY WITH THESE TERMS OF USE. IF YOU ARE UNDER 13, YOU MAY ONLY USE THE APP UNDER THE SUPERVISION OF A PARENT OR LEGAL GUARDIAN WHO AGREES TO BE BOUND BY THESE TERMS OF SERVICE.

3. Game Generated Content

We encourage users to capture content from your gaming console and to broadcast, publish, post, upload, display and submit such content via various social media platforms ("Game Generated Content")

Unless otherwise agreed to in a written agreement between you and the Company by broadcasting, publishing, posting, uploading, displaying and submitting Game Generated Content in connection with the App, you grant to the Company and its sub-licensees the unlimited, sub-licensable, unconditional, irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide license, to communicate, broadcast, use, copy, modify, adapt, publish, translate, edit, dispose, create derivate works of, distribute, perform and publicly display such Game Generated Content (in whole or in part), and/or incorporate such Game Generated Content into existing or future forms of work, media or technology.

You, not us, shall be solely responsible for your Game Generated Content, including its legality, reliability, accuracy and appropriateness, and the consequences of posting, uploading, publishing, transmitting or otherwise making available your Game Generated Content through the App. We are not responsible, or liable to any third party, for the content or accuracy of any Game Generated Content made available by you or any other user of the App. We do not control Game Generated Content you create, and we do not make any guarantee whatsoever related to Game Generated Content submitted or contributed by users. Although we sometimes review Game Generated Content provided or contributed by users, we are not obligated to do so. Under no circumstances will we be liable or responsible in any way for any claim related to Game Generated Content provided or contributed by users.

You further agree that Game Generated Content you provide to the App will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to provide the material and to grant to the App all of the license rights granted herein.

6. GameFlex Account and Security

When creating an account, you will be asked to provide us with certain information such as a mobile number and password that will serve as your login credentials. You agree and acknowledge that our account opening and provision of the App to you are subject to and conditional upon our approval of the account opening request.

If you interact with us or with third-party service providers, and you provide any information, materials and documents, you agree that all such information, materials and documents that you provide will be true, accurate, complete, and up to date. You further agree that you shall promptly notify us of any incorrect information, materials or documents, and/or any changes to them. You will review all policies and agreements applicable to use of third-party services. If you use the App over mobile devices, you understand and acknowledge that your carrier's normal rates and fees, such as excess broadband fees will still apply.

You are solely responsible for maintaining the confidentiality of your account and password, for restricting access to your gaming device and mobile phone, and for all activities that occur under your account or password. You acknowledge that your account is personal to you and agree not to provide any other person with access to the App or portions of it using your username, password or other security information. You should notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. The Company will not be liable for your losses caused by any unauthorized use of your account; you shall be liable for any losses (including any indirect, special or consequential losses), damages, expenses, claims, liabilities and costs incurred or suffered by the Company or other third-party service providers by reason of, in connection with and/or arising from such unauthorized use.

We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

7. Respecting Copyright

GameFlex respects the intellectual property of others and follows the requirements set forth in the relevant applicable laws. If you are a copyright owner or agent thereof and believe that content posted on the App infringes upon your copyright, please submit a notice to us.

8. Trademark and License

We, GameFlex and our associated logos and names are our trademarks and/or service marks. Other trademarks, service marks, names and logos used on or through the App, such as trademarks, service marks, names or logos associated with third party content creators, are the trademarks, service marks or logos of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks, service marks or logos.

The websites and certain materials available on or through the App are content we own, created, authored, purchased, or licensed (collectively, our "Works"). Our Works may be protected by copyright, trademark, patent, trade secret and/or other laws, and we reserve and retain all rights in our Works and the App.

Unless otherwise expressly stated in writing by the App, by agreeing to these Terms of Service, you are granted a limited, revocable, non-sublicensable, and non-exclusive license (i.e. a personal and limited right) to access and use the App for your personal use only. You are prohibited from copying, displaying, downloading, modifying, reproducing, adapting, translating, decompiling, reverse engineering, disassembling, attempting to derive source code from, or creating any derivative works of any Works, or directly or indirectly publishing, performing, rewriting or republishing any Works without prior written consent from us.

The above-described license is conditioned on your compliance with these Terms of Service. If you breach any provision of these Terms of Service, any license you have obtained will be automatically rescinded and terminated. In order to protect our rights, some content made available on the App may be controlled by digital rights management technologies, which will restrict how you may use the App. You must not circumvent, remove, delete, disable, alter or otherwise interfere with any digital rights management technology.

9. Prohibited Conduct

You agree that you will only use the App for the lawful purposes expressly permitted and contemplated by these Terms of Service. You acknowledge and understand that you are prohibited from modifying the App or eliminating any of the content of the App. You agree that you will not use or attempt to use any method, device, software or technologies to harm others or interfere with the functioning of the App nor use and/or monitor any information in or related to the App for any unauthorized purpose.

10. Content Review, Action and Termination

To maintain our services in a manner we deem appropriate and to the maximum extent permitted by applicable laws, we may, but will not have any obligation to, review, monitor, display, reject, refuse to post, store, maintain, accept or remove any Game Generated Content posted by you, and we may, in our sole discretion, delete, move, re-format, remove or refuse to post or otherwise make use of Game Generated Content without notice or any liability to you or any third party in connection with our operation of the App in an appropriate manner. Without limitation, we may do so to address Game Generated Content that comes to our attention that we believe is offensive, obscene, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms of Service or any applicable additional terms.

Without limiting the foregoing, we may terminate or suspend your access to all or part of the App for any or no reason, including without limitation, any violation, of you, of these Terms of Service. And we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone providing any Game Generated Content on or through the App.

We do not undertake to review Game Generated Content before it is posted on the App and cannot ensure prompt removal of objectionable Game Generated Content after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or Game Generated Content provided by any user or third party.

11. Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company, and its respective affiliates, licensors, service providers, officers, directors, employees, agents, successors and assigns from and against any and all claims, damages, judgments, awards, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the App; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Game Generated Content caused damage to a third party.

This defense and indemnification obligation will survive these Terms of Service and your use of the App. You agree that we shall have the sole right and obligation to control the legal defense against any such claims, demands, or litigation, including the right to select counsel of our choice and to compromise or settle any such claims, demands, or litigation.

12. Disclaimers

You use the App at your sole risk. We provide the App "as is" and "as available." To the fullest extent permitted by law, the App, and its respective officers, directors, employees, and agents expressly disclaim all warranties of any kind related to the App and any goods or services which may be purchased and obtained through the App, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You will be solely responsible for any damage to your computer system or loss of data that results from your use of the App.

We make no warranty or representation about the accuracy or completeness of the App's content or the content of any sites linked to the App or that the App will meet your requirements and assume no liability or responsibility for any:

errors, mistakes, or inaccuracies of content;
personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the websites or our services;
any unauthorized access to or use of our servers and/or any and all personal information stored therein;
any bugs, viruses, trojan horses, or the like which may be transmitted to or through the App or our services by any third party;
any errors or omissions in any Game Generated Content or for any loss or damage of any kind incurred as a result of the use of any Game Generated Content posted, emailed, transmitted, or otherwise made available via the App or our services; and disputes between you and another user of the App.

NO CONDITIONS, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR CONFORMANCE WITH DESCRIPTION) APPLY TO THE SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE TERMS. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITH OR WITHOUT NOTICE.

13. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S CUMULATIVE LIABILITY TO YOU ARISING FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE CHARGES (IF ANY) PAID BY YOU. IF NO AMOUNTS WERE PAID, YOU SHALL NOT BE ENTITLED TO ANY MONETARY OR EQUIVALENT REMEDY.

IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, STATUTORY, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFIT, LOSS OF GOODWILL, SERVICE INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER ECONOMIC LOSS) IN ASSOCIATION WITH ANY INDIVIDUAL OR CLASS-ACTION CLAIM, OR ANY LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING RELATING TO OR ARISING UNDER OR OUT OF THE TERMS OF USE, EVEN IF WE HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS FOUNDED UPON CONTRACT, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TORT, NEGLIGENCE OR OTHER GROUNDS.

YOU SPECIFICALLY ACKNOWLEDGE THAT THE APP SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU AGREE NOT TO FILE ANY LAWSUIT OR PROCEEDING INCONSISTENT WITH THE FOREGOING LIABILITY LIMITATIONS.

14. Choice of Law and Disputes Resolution

These Terms of Service shall be governed by and construed in accordance with the laws of Delaware, USA, without regard to choice of law principles.

15. Modification

The Company may amend any of the terms of these Terms of Service by posting the terms, for instance when we update the functionality of the App, when we combine, reduce or terminate services operated by us, or when there are regulatory changes. We will also update the "Last Updated" date at the top of these Terms of Service, which reflects the effective date of such Terms of Service. We will use commercially reasonable efforts to generally notify all users of any material changes to these Terms of Service; however, you are suggested to proactively review the updated Terms of Service. Your continued access to or use of the App after the date of the updated Terms of Service constitutes your acceptance of the updated Terms of Service. If you do not agree to the updated Terms of Service, you must stop accessing or using the App.

16. Miscellaneous

If we fail to exercise or enforce any right or provision of these Terms of Service, it will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by the relevant party.

If any provision of these Terms of Service is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms of Service to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

THESE TERMS OF SERVICE AND ANY RIGHTS AND LICENSES GRANTED HEREUNDER, MAY NOT BE AMENDED, TRANSFERRED OR ASSIGNED BY YOU, BUT MAY BE ASSIGNED BY THE COMPANY WITHOUT RESTRICTION. ANY ASSIGNMENT ATTEMPTED TO BE MADE IN VIOLATION OF THESE TERMS OF SERVICE SHALL BE VOID.

Upon termination of these Terms of Service, any provision which, by its nature or express terms should survive, will survive such termination or expiration.

The Terms of Service, our Privacy Policy and any documents that expressly incorporate by reference constitute the sole and entire agreement between you and us with respect to the App and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the App.

The headings in these Terms of Service are for convenience only and have no legal or contractual effect. These Terms of Service may be provided in different languages, if any inconsistency exists between different language versions, the English version shall prevail.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Service.

We may terminate these Terms of Service for any or no reason at any time by notifying you through a notice on the App, by email, or by any other method of communication. Any such termination will be without prejudice to our rights, remedies, claims, or defenses hereunder. Upon termination of the Terms of Service, you will no longer have a right to access your account or your Game Generated Content. We will not have any obligation to assist you in migrating your data or your Game Generated Content and we may not keep any back up of any of your Game Generated Content. We will not be responsible for deleting your Game Generated Content. Note that, even if your Game Generated Content is deleted from our active servers, it may remain in our archives (but we have no obligation to archive or back up your Game Generated Content), and subject to the licenses set forth in these Terms of Service.

If you have any feedback, comments, requests for technical support relating to the App, please send an email to info@gameflex.io.