Effective Date: 9 April, 2021
Welcome to Club Mundo Kids!
THESE TERMS AND ANY SPECIFIC AND/OR SUPPLEMENTAL TERMS AND CONDITIONS GOVERN YOUR USE OF THE SITE IN GENERAL. PLEASE READ THESE TERMS AND ANY SPECIFIC AND/OR SUPPLEMENTAL TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SITE. DO NOT PURCHASE A PRODUCT OR SUBSCRIPTION, REGISTER AN ACCOUNT OR USE SERVICES AVAILABLE ON THE SITE IF YOU ARE NOT IN AGREEMENT WITH THE TERMS.
ANY DISPUTE BETWEEN YOU AND US, EXCEPT DISPUTES RESOLVED IN SMALL CLAIMS COURT, IS SUBJECT TO A CLASS ACTION WAIVER AND MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION. PLEASE READ THE ARBITRATION PROVISION (SECTION 17 BELOW) AS IT AFFECTS YOUR RIGHTS UNDER THIS CONTRACT.
Table of Contents:
- Changes to these Terms
- Supplemental Terms
- Grant of Limited License
- User Generated Content
- User Account
- User Conduct
- Request For Removal
- Digital Millennium Copyright Act Notification Guidelines
- Paid Transactions
- Contest, Promotions, Newsletters and Other Activities
- Disclaimer and Limitation of Liability
- Third Party Service Providers
- Termination or Suspension to Access; Modification to Site
- Electronic Delivery Policy
- Binding Arbitration and Class Action Waiver
- Governing Law
- CHANGES TO THESE TERMS
These Terms may be revised in our sole Discretion (“Discretion”) at any time and from time to time by updating them here. These changes do not affect rights and obligations that arose prior to those changes. You should visit this page from time to time to review the then-current Terms because they are a legally binding agreement between you and us. You can tell when these Terms were last updated by the “Effective Date” at the top of these Terms. Certain provisions of these Terms may be superseded by legal notices or terms located on other pages of the Site. Your continued use of the Site after any changes to these Terms are posted is your unconditional acceptance of all of those changes. If you object to any subsequent modifications to these Terms or become dissatisfied with the Site in any way, your only recourse is to immediately terminate use of the Site.
- SUPPLEMENTAL TERMS
These Terms govern the use of the Site in general. More specific and/or supplemental terms and conditions may apply to some services, including but not limited to, a particular contest, software, application, promotional code, service or other activity; availability of certain merchandise, content, programs, or other activities; conditions or other limitations to the Site for users under certain ages; and/or specific terms or restrictions that may accompany certain territories, programs, content, products, websites, applications or other software. Any supplemental terms and conditions are in addition to these Terms and, in the event of a conflict, the supplemental terms will prevail over these. Terms. If you do not agree to the applicable supplemental terms and conditions disclosed, you may not use the Site.
- GRANT OF LIMITED LICENSE
We do not transfer any rights in the products and services available on the Site.
2.1. Our Material. All Site software, design, text, images, photographs, illustrations, audio clips, shows, entertainment, informational programing, trailers, video clips, artwork, graphic material, and other copyrightable or otherwise legally protectable elements of the Site, and the selection, sequence, look and feel, and arrangements thereof, and trademarks, service marks, trade dress and trade names, patent and other intellectual property rights in any of our products available for purchase (individually and collectively, the “Material“) are the Company’s property and/or parents, subsidiaries, affiliates, assigns, licensors, or other respective owners and are protected, without limitation, pursuant to U.S. and international copyright, trademark and patent laws.
2.2. Your Rights and Limitations. Except as otherwise specifically noted on this Site or in connection with any particular Material, you are hereby granted, subject to these Terms, a limited non-exclusive, non-assignable, non-transferable and revocable license to use and access the Site for your noncommercial and personal use solely with no right to sublicense, sell, assign, lease, or otherwise transfer this license or any Material and that no title to any Material that has been or will be transferred to you from us or anyone else. You further agree not to reproduce, modify, create derivative works from, display, frame, perform, publish, distribute, disseminate, transmit, broadcast, or circulate any Material to any third-party website, media format or channel now known or hereafter devised (except as may be expressly described within the Material) without obtaining our express prior written consent. You further agree that where specifically noted within the Material, you will use such Material, as the case may be, in accordance with such specific terms and instructions. Use of Company’s and/or its licensors’ Material is only permitted with their express written permission. You agree that you will not damage, disassemble, decompile, reverse engineer, or otherwise modify the Material. You may not use the Material in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction. Use of spiders, robots, and similar data gathering and extraction tools is expressly prohibited. You may own a product purchased on our Site or the physical media on which elements of the Material are made available to you, but we retain full and complete ownership of the intellectual property on such product and Material. We do not transfer title to any portion of the Site or Materials to you. All rights not expressly granted herein are reserved. Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under applicable federal and state laws. We require users to respect our copyrights and all other intellectual property rights.
- USER GENERATED CONTENT
Please be advised that we are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by Users. User Generated Content do not necessarily reflect our views. In no event will the Company assumes or have any responsibility or liability for any User Generated Content or for any claims, damages, or losses resulting from their use and/or appearance on the Site. You hereby represent and warrant that you have all necessary rights in and to all User Generated Content you provide and all information they contain and that such User Generated Content shall not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information. If your User Generated Content incorporates the name, voice, likeness, and/or image of any individual, you represent and warrant that you have the right to grant us permission to use such name, voice, likeness, and/or image of such individual appearing in the User Generated Content in all media throughout the world in perpetuity. In most instances, we do not claim ownership of your User Generated Content but you understand that by submitting a User Generated Content, you hereby authorize us to use, and authorize others to use without the requirement of further permission from or payment to you or any other person or entity, your User Generated Content in whole or in part, on a royalty-free basis, throughout the universe in perpetuity in any and all media, now known or hereafter devised, alone, or together or as part of other material of any kind or nature, including without limitation commercial use on and advertising and promotion of the Site. You hereby waive and relinquish any claim based upon “moral rights” (as that term is commonly used and understood), ancillary rights or any rights of attribution or integrity in connection with content submitted to us hereunder. This license grant, and the above waiver of any applicable moral rights, survives any termination of this license. Without limiting the foregoing, we will have the right to use and change the User Generated Content in any manner, either with or without your User information on the Site. Notwithstanding the foregoing, we will have no obligation to use the User Generated Content. Please be advised that in no event shall Company assume or have any responsibility or liability for the manner in which the User Generated Content is exploited or for any claim, damages, or losses resulting from their use and/or appearance on the Site, affiliated television program services, or any other platform now known or hereafter devised. You agree that submission of User Generated Content does not establish any relationship of trust and confidence between you and us, and that you have no expectation of compensation whatsoever.
We do not allow User Generated Content which contain:
- Private or personal information which might identify a user without the user’s authorization;
- Profanity, vulgarity or obscenities;
- Any information intended to promote and/or generate revenue for any third party business activity
- Personal attacks on other individuals or reasonably expected to harm any person or entity, whether or not such material is protected by law;
- Slanderous, bigoted hateful, violent, defamatory, obscene, pornographic, threatening, and harassing comments; and/or
- Other information that we deem in our sole Discretion to be inappropriate as consistent with applicable law;
- Any other unauthorized conduct, content or element, as described in our User Conduct rules (please refer to Section 7 below for complete information).
Although we periodically monitor the content posted on the Site, we cannot be responsible for the views or opinions expressed by third parties. You acknowledge that any reliance upon any such advice, opinion, statement, suggestion, or information shall be at your sole risk. Nonetheless, we will make every effort to ensure that the comments, activities and message boards best serve the interests of all users and, therefore, we reserve the right to refuse to post, edit, or delete comments or messages that violate the above-referenced rules, as well as revoke the privileges of users who do not comply with such rules. To the extent that we authorize you to create, post, upload, distribute, publicly display or publicly perform User Generated Content that requires the use of our copyrighted works, we grant you a non-exclusive license to create a derivative work using the specifically referenced copyrighted works as required for the sole purpose of creating such a work, provided that such license shall be conditioned upon your assignment to us of all rights worldwide in the work you create for the duration of copyright in the User Generated Content, in all formats and media known or unknown to date, including for use on the Site and on third party sites and platforms. If such rights are not assigned to us, your license to create derivative works using our copyrighted works shall be null and void.
We may, at our Discretion, terminate your account and access to the Site if your User Generated Content violates these Terms.
- USER ACCOUNT
6.1. Establishing Your User Account. Certain content, products and services that we may offer or that you may wish to access will require that you first register on the Site and create an account (“User Account”). These Terms apply equally to your access to and use of the Site without establishing a User Account as well as your access to and/or use of the Site for which a User Account is required.
6.2. Security of Your User Account. You agree that any information you provide and maintain is accurate, current and complete, including your contact information for notices and other communications from us and your payment information. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name or likeness, or provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide, including contact information for a parent or Guardian. You agree that you will not share your account or account information with others. You are responsible for taking reasonable steps to maintain the confidentiality of your User ID, and you are responsible for all activities under your User Account that you can reasonably control. In the event that you become aware of or suspect unauthorized use of your User Account or User ID or any other breach of security, you agree to immediately notify us at [email protected], and ensure that you secure your User Account, User ID, and computer from unauthorized access and use. Once we are notified of any unauthorized use or breach of security, we will attempt to reset your User ID, which may require you to provide us with a new username or password.
6.4. Termination of Your User Account. We reserve the right to discontinue your User Account, suspend or terminate your access to it at any time, without notice, for any reason and without any obligation to you or any third party. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, or otherwise violates these Terms, then we may suspend or terminate your User Account or deny you access to all or part of the Site. Any suspension or termination will not affect your obligations to us, including any payment obligations to us, and you will not be entitled to a refund of any payments.
- USER CONDUCT
As a condition of your use of the Site, you agree not to use the Site: (1)for any illegal purpose; (2)for any purpose that is prohibited by these Terms; or (3)for any other purpose not reasonably intended by the Company as typical or expected use of the Site consistent with the purposes for which the Site were created.
You understand that the Site is for your personal, noncommercial use and are intended for informational and entertainment purposes only; the content available does not constitute legal, financial, professional, medical or healthcare advice or diagnosis and cannot be used for such purposes.
Except as expressly licensed, we do not allow uses of the Site or the Material, that are commercial or business related, including used in marketing or branding, or that advertise or offer to sell or promote products or services (whether or not for profit), or that solicit others (including solicitations for contributions or donations).
You specifically agree you will not do any of the following:
- Use the Site for or in connection with any illegal purpose, including any violation of any applicable local, state, national, or international law, or rule or regulation having the force of law;
- Abuse, harass, threaten, impersonate, or intimidate others;
- Harm minors in any ways;
- Post, upload, or otherwise distribute or post links to any content that is unlawful, defamatory, libelous, inaccurate, or that you do not have all necessary rights to transmit, or that the Company or a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate as determined by the Company in its Discretion;
- Post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain any password or other confidential information, or private information from any user;
- Create or submit unwanted email (“Spam“) to any other person or any URL;
- Submit content linking or otherwise directing others to affiliate programs, multi-level marketing schemes, or off-topic content;
- With the exception of accessing RSS feeds, to use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission;
- Take any action that imposes, or may impose in our sole Discretion an unreasonable or disproportionately large load on our infrastructure;
- Knowingly or recklessly introduce a virus or other harmful component, or otherwise tamper with, impair or damage the Site;
- Use any software or device that allows automated gameplay, expedited gameplay, or other manipulation of gameplay or game client and you agree not to cheat or otherwise modify the Site, its content, Material or game experience to create an advantage for one user over another;
- Interfere or attempt to interfere with the proper working of the Site or any activities conducted on or through the Site;
- Bypass any measures we may use to prevent or restrict access to the Site or any part of the Site;
- Interfere with the operation of the Site or any user’s enjoyment of the Site, including without limitation, by: (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious software or code; (ii) making unsolicited offers, advertisements, or other solicitations, directing spam or other unsolicited communications to other users, or conducting your own contests or promotions using the Site; (iii) attempting to collect personal information about users or third parties without their consent; or (iv) interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Site, or violating the regulations, policies, or procedures of such networks, equipment, or servers;
- Share, sell, or otherwise transfer the access granted to you to the Site, including information regarding your User Account, User ID, or password, or otherwise permit any other person to access the Site using your information, login, or password;
- Use the Site, related content, or any component thereof, for any unintended commercial purpose, including advertising, offering for sale, or selling any item using the Site;
- Violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party intellectual property or other legal rights;
- Encourages conduct that would constitute a criminal offense or that gives rise to civil liability;
- Instigates or encourages others to commit illegal activities or cause injury or property damage to any person;
- Reproduce, distribute, publicly display or perform, modify, make derivative works of, redistribute, sublicense, rent, publish, sell, assign, lease, market, transfer, or otherwise make the Site, User Generated Content, code or program, available to others, in whole or part;
- Interfere with security features of the Site, including without limitation, by: (i) disabling or circumventing features that prevent or limit use or copying of content, or which violate copyrighted or otherwise legally protected software; or (ii) reverse engineering or otherwise attempting to extract the source code of the Site or any part thereof, except to the extent that such activity is expressly permitted by applicable law;
- Perform any fraudulent activity using or in connection with the Site, including impersonating any person or entity, claiming false affiliations, accessing the accounts or passwords of others without permission, or falsifying your age, date of birth, or contact information;
- Attempt to do any of the foregoing in this Section 7, or assist or permit any persons in engaging in any of the activities described in this Section 7;
- Violates these Terms or any specific terms, guidelines or policies posted on this Site or in relation with our services; or
- Otherwise interferes with the use or enjoyment of this Site by others.
We reserve the right to delete any such material from the Site and to cooperate fully with any investigation of any user, person or persons who violate the Terms. You may not attempt to gain unauthorized access to any services, User Accounts, computer systems, or networks through hacking, password mining, or any other means. We may take any legal and technical remedies to prevent the violation of this provision and to enforce these Terms.
- REQUEST FOR REMOVAL
If you believe that any content on the Site (including, without limitation, User Generated Content) violates any of the terms of these Terms, please email us at [email protected] to send us a message about it. All requests must be labeled “User Generated Content Removal Request” on the email subject line We cannot guarantee that we will respond to your message and we reserve the right to take or refrain from taking any or all steps available to us once we receive any such message.
Users of this Site who are California residents and are under 18 years of age may request and obtain removal of User Generated Content on this Site that they themselves post by emailing us at [email protected] All requests must be labeled “California Removal Request” on the email subject line. All requests must provide a description of the content or information in your User Generated Content that you want removed and information reasonably sufficient to permit us to locate the material and include the name and URL (if applicable) of the website, application, or other interactive service. We shall not accept requests via postal mail, telephone, or facsimile. We are not responsible for notices that are not labeled or sent properly, or we may not be able to respond if you do not provide complete information.
- DIGITAL MILLENIUM COPYRIGHT ACT NOTIFICATION GUIDELINES
We respect the intellectual property of others. It is our policy to respond to clear notices of claimed copyright infringement that fully comply with the Digital Millennium Copyright Act (“DMCA”). In addition, we will promptly terminate without notice the accounts of those determined by us to be “repeat infringers”.
Please note that under 17 U.S.C. Section 512(f), any person who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake or misidentification, may be subject to liability. We may, at our Discretion, share a copy of your notification or counter-notification with third parties (this may include sharing the information with the account holder engaged in the allegedly infringing activity or for publication).
9.1. Notification of Infringement. If you are a copyright owner or an agent thereof, and you believe that any material content hosted on our websites infringes your copyrights, then you may submit a written notification pursuant to the DMCA by providing Company’s Designated Copyright Agent with the following information in writing:
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. Providing a link to the broadcaster’s feed and the timestamp of the particular segment of the feed at which you believe there has been an infringement is the best way to help us locate content quickly.
- Include a statement that:
- You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- The information in the notification is accurate, and a statement under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. (For example, “The information in this notification is accurate, and under penalty of perjury, I am the owner, or an agent authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.”)
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted.
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (typing your full legal name is sufficient).
If you fail to comply with all of the requirements of the DMCA for notifications, we may not act on your communication.
9.2. Counter-Notification. If you elect to send us a counter notification, to be effective it must be a written communication that includes all of the following:
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- Include a statement that:
- You consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, the judicial district in which Company is located, and will accept service of process from the claimant. (For example, “I consent to the jurisdiction of the Federal District Court for the district in which my address is located, or if my address is outside of the United States, the judicial district in which Exile Content, LLC is located, and will accept service of process from the claimant.”;
- You swear, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled. (For example, “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
- Your full legal name, email address, physical address, and telephone number.
- Your physical or electronic signature (typing your full legal name is sufficient).
If you fail to comply with all of the requirements of the DMCA for counter-notifications, we may not act on your communication.
9.3. Retractions. We honor retractions of claimed copyright infringement notices from the party that originally submitted them, to the extent possible. If you are affected by a notice, you can reach out to the claimant directly to seek a retraction. Please note, however, that Club Mundo Kids may not be able to reinstate certain content.
If you wish to retract your claimed copyright infringement notice, please email [email protected] from the same email address as your original notification. Note that we cannot process retractions that are sent from a different email address. Your retraction must include the following:
- Clearly identify the material you wish to retract, include a specific URL
- The date of your original notification and the Claim ID, if applicable
- An electronic or physical signature (typing your full legal name will do)
9.4. Designated Copyright Agent. Exile Content, LLC. operates www.clubmundokids.com.
Company’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows:
Copyright agent Email: [email protected]
Only DMCA-related notifications should be sent to our Designated Copyright Agent. Any other requests for support or other communications should be directed to Company at [email protected]
9.5. Repeat Infringer Policy. We will promptly terminate any user’s access to the Site if that user is determined by us to be a “repeat infringer” of copyrighted works. We may, at our Discretion, limit access to the Site and/or terminate the User Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
- PAID TRANSACTIONS
10.1. Our Online Store. We may offer certain e-Commerce to enable you to purchase physical goods or services (Collectively or individually, the “Products”) through our online store, available on or through the Site (the “Store“).
We reserve the right, with or without prior notice, to change Product descriptions, images, and references; to limit the available quantity of any Product; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code, or other similar promotions; to bar any user from conducting any or all transactions; and/or to refuse to provide any user with any product. Price and availability of any Product are subject to change without notice. We may, for certain Products, offer the personalization of such Product. In this case, we reserve the right to refuse personalized orders at our discretion.
Our Store may be hosted by third parties that provide us with online e-commerce platforms that allows us to sell our Products to you, in that case, different or additional sale terms may apply, which you should read when they are presented to you by such third parties. When placing an order on the Store, you will have the opportunity to review and confirm your order, including delivery address (if applicable), payment method and product details
Upon accepting your order, we will send you a notice confirming your order and our acceptance will be deemed complete and for all purposes to have been effectively communicated to you at the time we send the notice. At such time, the contract for sale will be made and become binding on both you and us. The risk of loss in any Product you purchase and the responsibility to insure them passes to you when the relevant Products are delivered. We reserve the right to refuse or cancel any order prior to delivery. Some situations that may result in your order being cancelled include inappropriate use of our personalization service, system or typographical errors, inaccuracies in product or pricing information or product availability, fairness among customers where supplies are limited, or problems identified by our credit or fraud departments. We also may require additional verification or information before accepting an order. We will contact you if any portion of your order is cancelled or if additional information is required to accept your order. If we cancel your order after we have processed your payment but prior to delivery, we will refund your payment.
When you provide payment information, you represent and warrant that the information is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information.
You have the right, within thirty (30) days from the date of your receipt of physical goods, to cancel our contract with you and return a Product. This right does not apply to Purchase stated by us on the Products to be non-returnable, including but not limited to:
- Products with a seal, where the seal is broken, such as audio and video recordings, computer software, and CD’s, DVD’s or other physical media that have been supplied in sealed packaging; and
- Personalized items;
- Limited Editions Items.
New Products Only. Products must be returned new, in its original condition at the time of purchase, in the original unopened packaging with original tags and tickets attached. No returns or exchanges will be accepted if the Products has been used or worn.
Products must be returned with ORIGINAL RECEIPT. A full refund will be provided in the same form of payment that was used for the purchase within 60 days of the date of purchase, except as provided below.
No refund or return will be issued for returns WITHOUT A RECEIPT and returns MORE THAN 30 DAYS from date of purchase. A Store credit may be issued in the amount of the current selling price of the Products returned. Users may be required to present one of the following forms of ID as proof of identity: valid driver’s license, state issued ID card, passport or military ID. We reserve the right to limit the number of returns permitted without valid receipts.
These cancellation rights are separate from and in addition to your rights should any item we supply be faulty. If you are returning Products that are not faulty, you may be required to pay for the cost of returning the goods to us and we may deduct a reasonable amount if you used the Products.
This return is subject to change, for any or no reason, from time to time in our Discretion without advance notice to users.
- 2. Subscriptions. The access to some of our Products on the Site may require paid subscriptions and the acceptance of supplemental terms to access. By signing up for a subscription, you agreed that your subscription will be automatically renewed and, unless you cancel your subscription, you authorized us to charge your payment method for the renewal term. You agree that we can change the terms of the subscription with advance notice to you and an opportunity for you to cancel. The period of auto-renewal will be the same as your initial subscription period unless otherwise disclosed to you. The renewal rate will be no more than the rate for the immediately prior subscription period, excluding any promotional and discount pricing, unless we notify you of a rate change prior to your auto-renewal, in which case you will have the right to cancel the renewal of your subscription. Unless otherwise disclosed when you subscribe, you have the right to cancel your subscription. When a subscription is canceled, you will not receive a prorated refund. If you cancel your subscription, you will still be obligated to pay other charges incurred by you in the course of using the Site prior to the date of cancellation. If you pay a periodic subscription, we will provide you with reasonable notice of changes to the fees or billing methods in advance of their effective date and you will be able to cancel your subscription prior to such change.
10.3 Digital Content and Virtual Items. We may make applications, games, software or other digital content available on the Site or through authorized third parties for you to license for a one-time
fee. When purchasing a license to access such material from the Site, charges will be disclosed to you before you complete the license purchase. Your purchase of a virtual item or in-game currency is a payment for a limited, non-assignable license to access and use such content or functionality as intended by the Site with no right to reproduce, distribute, communicate to the public, make available to the public or transform any Material via any online media, in any media format or channel now known or hereafter devised (except as may be expressly described or contemplated within the Material in question. Virtual items (including characters and character names) or in-game currency purchased or available to you in the Site can only be used in connection with the Site where you obtained them or where they were assembled by you as a result of game play. These items are not redeemable or subject to refund and cannot be traded outside of the Site for money or other items for value. We may modify or discontinue virtual items or in-game currency at any time.
When you purchase a license to access digital content or virtual items, you will be given an opportunity to consent to delivery at the time of purchase. By consenting to delivery, you acknowledge that you have lost the right to cancel. License purchase fees paid for digital content are non-refundable.
10.4. Taxes. We may revise the pricing for the products we offer. When you place your order, we estimate the applicable tax and include that estimate in the total for your convenience. you acknowledge that you have lost the right to cancel. License purchase fees paid for digital content are non-refundable.
- CONTESTS, PROMOTIONS, NEWSLETTERS AND OTHER ACTIVITIES
From time to time, the Company or its suppliers and advertisers may conduct promotions on or through the Site, including without limitation auctions, contests, sweepstakes, and electronic postcards (“Promotions“). Each such Promotion may have additional terms, conditions, and/or rules, which will be posted or otherwise made available to you and, for purposes of each Promotion, will be deemed incorporated into and form a part of these Terms (the “Rules“). If any conflict arises between these Terms and the Rules, the Rules shall govern for purposes of your participation or involvement in the Promotion to which the Rules relate. Your entry into a Promotion constitutes User Generated Content and is subject to all provisions of these Terms that govern your submission and our use of your User Generated Content (detailed in Section 5 above).
- DISCLAIMER AND LIMITATION OF LIABILITY
THIS SITE, AND ALL MATERIALS, GOODS AND SERVICES, AND POSTINGS ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) OR ANY GUARANTY OR ASSURANCE THE SITE WILL BE AVAILABLE FOR USE, OR THAT ALL FEATURES, FUNCTIONS, OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS RELATING TO YOUR USE OF THE SITE. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY, AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE SITE, INCLUDING WITHOUT LIMITATION, POSTINGS AND MATTERS ASSOCIATED WITH YOUR USE OF THE SITE. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY, AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE SITE, INCLUDING WITHOUT LIMITATION, POSTINGS AND MATERIALS ASSOCIATED WITH YOUR USE OF THE SITE.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THIS SITE, COMPANY, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, DIRECT OR INDIRECT, RELATING TO THE SITE OR THESE TERMS, INCLUDING BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, HOWEVER ARISING OR CAUSED, WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OR CHARACTERIZATION OF THE CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES. WITHOUT LIMITING THE FOREGOING, THE SITE IS MAINTAINED ON SERVERS IN THE UNITED STATES AND COMPANY DISCLAIMS ALL LIABILITY FOR ANY USE NOT SPECIFICALLY AUTHORIZED OR THAT IS IN VIOLATION OF THESE TERMS OR THE LAWS OR REGULATIONS THAT MAY APPLY TO YOU IN ANY JURISDICTION OR COUNTRY.
NOTWITHSTANDING ANY CLAIM THAT A SOLE OR EXCLUSIVE REMEDY WHICH IS PROVIDED IN THIS AGREEMENT MAY OR DOES FAIL OF ITS ESSENTIAL PURPOSE, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LOSS OR DAMAGE SHALL BE LIMITED TO HAVING COMPANY, UPON WRITTEN NOTICE FROM YOU TO US, ATTEMPT TO REPAIR, CORRECT, OR REPLACE ANY DEFICIENT GOODS OR SERVICES UNDER THIS AGREEMENT AND, IF REPAIR, CORRECTION, OR REPLACEMENT IS NOT REASONABLY COMMERCIALLY PRACTICABLE FOR COMPANY, TO REFUND ANY MONIES ACTUALLY PAID BY YOU TO COMPANY FOR THE GOODS OR SERVICES INVOLVED AND TO TERMINATE AND DISCONTINUE YOUR USE OF THE SITE. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THE CAPACITY OF THE SITE, IN THE AGGREGATE AND FOR EACH USER, IS LIMITED. CONSEQUENTLY, SOME MESSAGES AND TRANSMISSIONS MAY NOT BE PROCESSED IN A TIMELY FASHION OR AT ALL, AND SOME FEATURES OR FUNCTIONS MAY BE RESTRICTED OR DELAYED OR BECOME COMPLETELY INOPERABLE. AS A RESULT, YOU ACKNOWLEDGE AND AGREE THAT COMPANY ASSUMES NO LIABILITY, RESPONSIBILITY, OR OBLIGATION TO TRANSMIT, PROCESS, STORE, RECEIVE, OR DELIVER TRANSACTIONS OR POSTINGS, OR FOR ANY FAILURE OR DELAY ASSOCIATED WITH ANY POSTINGS AND YOU ARE HEREBY EXPRESSLY ADVISED NOT TO RELY UPON THE TIMELINESS OR PERFORMANCE OF THE SITE FOR ANY TRANSACTIONS OR POSTINGS. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THIS AGREEMENT MAY NOT APPLY TO YOU
- THIRD PARTY SERVICE PROVIDERS
Your correspondence or business dealings with, or participation in promotions of, third party service providers and advertisers found on or through this Site, including payment and delivery of related goods or services (as described in Section 10 above), and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party service provider or advertiser, as the case may be. You agree that, to the fullest extent permissible pursuant to applicable law, we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third party service providers and advertisers on this Site.
You agree to indemnify, defend, and hold the Company, its parents, subsidiaries, and affiliates, and any of their successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages, and costs (including reasonable attorneys’ fees), resulting from any alleged or actual breach or violation of these Terms by you. We reserve the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement, or compromise negotiations, as requested by us.
- TERMINATION OR SUSPENSION OF ACCESS; MODIFICATION TO SITE
We reserve the right to terminate, suspend, or otherwise restrict your use of and access to this Site, or any portion hereof, with or without notice at any time for any reason whatsoever, with or without cause, including, but not limited to, your violation of these Terms or any inappropriate or unlawful behavior on your part. In addition, we reserve the right to modify or discontinue this Site or any portion hereof at any time with or without notice. The Site shall not be liable to you or any third party for any such termination, suspension, restriction, modification or discontinuance.
- ELECTRONIC DELIVERY POLICY
You consent to receive notices, including agreements, disclosures, and other communications, electronically from us at the email address you have provided. You agree that these electronic notices satisfy any legal requirements that such communications be in writing.
- BINDING ARBITRATION AND CLASS ACTION WAIVER
PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor us will seek to have a dispute heard as a class action or private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitrations or proceedings.
You and Company agree to arbitrate, as provided below, all disputes between you (including any related disputes involving The Company, its subsidiaries or its affiliates), that are not resolved informally, except disputes relating to the ownership or enforcement of intellectual property rights. “Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between you and us concerning our Site or these Terms, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and Company empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or
enforceability of these terms or the formation of this contract, including the arbitrability of any dispute and any claim that all or any part of these Terms are void or voidable.
- In the event of a dispute, you or Company must send to the other party a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, the facts giving rise to the dispute, and the relief requested. You must send any notice of dispute to Exile Content, LLC, at [email protected] Attention: Legal. We will send any notice of dispute to you at the contact information we have for you. You and the Company will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After that sixty (60) day period and not before, you or we may commence an arbitration proceeding. You may instead litigate a dispute in small claims court if the dispute meets the requirements to be heard in small claims court, whether or not you negotiated informally first.
- If you and Company do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be resolved by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by JAMS Mediation, Arbitration and ADR Services (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). The JAMS Rules and instructions about how to initiate an arbitration are available at www.jamsadr.com or 1-800-352-5267. Arbitration may be conducted in person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Los Angeles, California; provided, however, that if circumstances prevent you from traveling to Los Angeles or New York, JAMS may hold an in-person hearing in your hometown area. You and Company agree to submit to the exclusive jurisdiction of the federal or state courts located in Los Angeles, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.
In accordance with the JAMS Rules, the party initiating the arbitration (either you or Company) is responsible for paying the filing fee. However, if the arbitrator issues you an award of damages and: (a) that award is greater than the amount of our last written settlement offer; or (b) if we did not make a settlement offer, then in addition to paying for any JAMS Case Management Fees and all professional fees for the arbitrator’s services, we will reimburse you for the filing fees you incurred.
Except as provided above with respect to jurisdiction in Los Angeles, California nothing in this arbitration provision shall be construed as consent by us to the jurisdiction of any other court with regard to disputes, claims or controversies unrelated to our Site or these Terms.
- GOVERNING LAW
18.1 Choice of Forum. You agree that any action at law or in equity arising out of or relating to these Terms that are not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in Los Angeles, California and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
18.2 Choice of Law. These Terms are governed by and construed in accordance with the laws of the State of California and the laws of the United States, without giving effect to any conflict of law principles.
19.1. Severability. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.
19.3. Waiver. No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
If you have any questions about these Terms, please direct all correspondence to [email protected].