CHAINERS TERMS AND CONDITIONS

Chainers is an online game available at chainers.io (the “Site”). Through the Site, users can play games and create, customize and use digital characters known as Chainers (“Chainers”), as well as in-game items and currency. The Site and all games, features and services offered through it are collectively referred to in these T&C as the “App”.

Chainers.io (“Chainers.io”, “we” or “us”) is the party making the App available for you to use. Before using the App, you must agree to these T&C and any other terms and conditions incorporated or referenced herein (collectively, the “Terms”).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE APP. THESE TERMS GOVERN YOUR USE OF THE APP UNLESS CHAINERS.IO HAS AGREED TO A DIFFERENT WRITTEN AGREEMENT WITH YOU, SIGNED BY BOTH PARTIES. CHAINERS.IO IS ONLY WILLING TO MAKE THE APP AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE APP OR ANY PART OF IT, YOU CONFIRM THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS CONTAINED HEREIN. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT COMPANY OR LEGAL ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR USE THE APP.

PURCHASES MADE THROUGH THE APP MAY BE PROCESSED BY THIRD-PARTY PAYMENT PROVIDERS. BY MAKING A PURCHASE, YOU AGREE THAT YOU ARE ALSO GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY OF THE APPLICABLE PAYMENT PROVIDER.

1. THE APP

To use the App, you will need a web browser.

We do not own or control your web browser, any payment provider, or any other third-party site, product or service that you might access, visit or use in connection with the App. We are not liable for the acts or omissions of any such third parties, nor for any damage you may suffer as a result of your interactions with them.

You may be able to create an account on the Site. If so, you agree to provide true, accurate and complete information about yourself. If you become aware of any unauthorized use of your account, contact us immediately.

The App may display prices for in-game items and currency. We are not liable for any incorrect information or typographical errors of any kind, including errors caused by coding errors or data outages.

2. THE CHAINERS

When you claim a Chainer, its design is randomly generated by the App. You can claim a Chainer on the Site using your account.

3. LICENSE AND RESTRICTIONS

DEFINITIONS

• “Art” means any art, design and drawings associated with a Chainer or in-game item.
• “Claimed Chainers” means Chainers associated with your account.
• “Third Party IP” means any third-party patent rights, copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.

LICENSE, NOT OWNERSHIP

• Chainers, in-game items and in-game currency are licensed to you, not sold. When you claim or acquire a Chainer or in-game item, you receive a limited, personal, non-transferable, revocable license to use it within the App. You do not own the Chainer, the item or any associated Art.
• We own the App, and the App includes the Art. You acknowledge and agree that chainers.io (or, as applicable, our licensors) owns all legal right, title and interest in and to all elements of the App and all intellectual property rights therein (including, without limitation, all Art, designs, names, copyrights, trademarks, patents, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data and all other elements of the App (collectively, the “Chainers Materials”)). You acknowledge that the Chainers Materials are protected by copyright, trade dress, patent and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All trademarks, service marks and trade names associated with the App are proprietary to chainers.io or its licensors. You may not use the Chainers name without our prior written consent. We reserve all rights in and to the Chainers Materials that are not expressly granted to you in these Terms. For the avoidance of doubt, you understand and agree:
  • that claiming or acquiring a Chainer or in-game item does not give you any rights or licenses in or to the Chainers Materials other than those expressly contained in these Terms;
  • that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute or otherwise commercialize any elements of the Chainers Materials (including, without limitation, any Art) without our prior written consent, which we may withhold in our sole and absolute discretion;
  • that you will not apply for, register or otherwise use or attempt to use any Chainers trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent, which we may withhold in our sole and absolute discretion.

LICENSE TO ART

Subject to your full and continued compliance with these Terms, chainers.io grants you a limited, worldwide, non-exclusive, non-transferable, royalty-free license to use, copy and display the Art of your Claimed Chainers solely for your own personal, non-commercial use.

RESTRICTIONS

You agree that you may not, nor permit any third party to, do or attempt to do any of the following without chainers.io’s express prior written consent in each case:

• modify the Art for your Claimed Chainers in any way, including, without limitation, the shapes, designs, drawings, attributes or color schemes;
• use the Art for your Claimed Chainers to advertise, market or sell any third-party product or service;
• use the Art for your Claimed Chainers in connection with images, videos or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
• use the Art for your Claimed Chainers in movies, videos or any other forms of media, except to the limited extent expressly permitted in these Terms or solely for your own personal, non-commercial use;
• sell, distribute for commercial gain or otherwise commercialize merchandise that includes, contains or consists of the Art for your Claimed Chainers;
• attempt to trademark, copyright or otherwise acquire additional intellectual property rights in or to the Art for your Claimed Chainers;
• otherwise use the Art for your Claimed Chainers for your or any third party’s commercial benefit.

To the extent that Art associated with your Claimed Chainers contains Third Party IP, you will not have the right to use such Third Party IP in any way except as incorporated in the Art and subject to the license and restrictions contained herein. Chainers.io may need to pass through additional restrictions on your use of such Art. To the extent chainers.io informs you of such restrictions in writing (email is acceptable), you will be responsible for complying with them from the date you receive the notice, and failure to do so will be deemed a breach of this license.

It is strictly prohibited and a violation of these Terms to use any Art or Claimed Chainers to create a similar or derivative character, item or content. Such use constitutes a violation of these Terms as well as intellectual property infringement, which would cause monetary damages and irreparable harm to chainers.io. The restrictions in this Section will survive the expiration or termination of these Terms.

OTHER TERMS OF LICENSE

The license granted in this Section applies only while the applicable Chainer remains associated with your account. If your account is closed, suspended or terminated, or the Chainer is removed from your account for any reason, the license will immediately expire without requiring notice.

FEEDBACK

You may submit comments, bug reports, ideas or other feedback about the App (collectively, “Feedback”). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose. By submitting Feedback, you agree that we are free to use it at our discretion, without additional compensation to you, and to disclose it to third parties.

USE OF THE CHAINERS NAME

Notwithstanding anything contained in these Terms, you agree that you will not use the Chainers name for any purpose without obtaining our prior written consent. Approval shall be determined at our sole discretion. Non-response to a request for approval shall not be deemed an approval.

YOUR OBLIGATIONS

You are responsible for your own conduct while accessing or using the App, and for any consequences thereof. You agree to use the App only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations.

Users may only have one active account. If we determine that a user is using multiple accounts, we reserve the right to terminate one or more of the accounts, limit the user’s use of the Site, or refuse their continued use of the Site without prior notice.

By way of example, and not as a limitation, you may not, and may not allow any third party to:

• send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene or otherwise objectionable content;
• distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes or any other items of a destructive or deceptive nature;
• impersonate another person (via the use of an email address or otherwise);
• upload, post, transmit or otherwise make available through the App any content that infringes the intellectual property rights of any party;
• use the App to violate the legal rights (such as rights of privacy and publicity) of others;
• engage in, promote or encourage illegal activity (including, without limitation, money laundering);
• interfere with other users’ enjoyment of the App;
• exploit the App for any unauthorized commercial purpose;
• modify, adapt, translate or reverse engineer any portion of the App;
• remove any copyright, trademark or other proprietary rights notices contained in or on the App or any part of it;
• reformat or frame any portion of the App;
• display any content on the App that contains hate-related or violent content, or any other material, products or services that violate or encourage conduct that would violate any criminal laws, other applicable laws or any third-party rights;
• use any robot, spider, site search/retrieval application or other device to retrieve or index any portion of the App or its content, or to collect information about its users for any unauthorized purpose;
• create user accounts by automated means or under false or fraudulent pretenses;
• access or use the App for the purpose of creating a product or service that is competitive with any of our products or services.

If you engage in any of the activities prohibited by this Section, we may, at our sole and absolute discretion, without notice to you and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your account and/or prohibit your access to the App and the Site.

4. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR SOLE RISK AND THAT THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, chainers.io, OUR SUBSIDIARIES, AFFILIATES AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APP AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, chainers.io, OUR SUBSIDIARIES, AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

• YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS;
• YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
• USAGE DATA PROVIDED THROUGH THE APP WILL BE ACCURATE;
• THE APP OR ANY CONTENT, SERVICES OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT chainers.io HAS NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. chainers.io WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE APP, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM:

• USER ERROR, SUCH AS FORGOTTEN PASSWORDS;
• SERVER FAILURE OR DATA LOSS;
• UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE APP.

5. LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT chainers.io, OUR SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF chainers.io HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE APP, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100.

YOU ACKNOWLEDGE AND AGREE THAT chainers.io HAS MADE THE APP AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. chainers.io WOULD NOT BE ABLE TO PROVIDE THE APP TO YOU WITHOUT THESE LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.

6. IN-GAME CURRENCY AND ITEMS

In-game currency (including CFB) and in-game items can only be used within the App. They have no real-world monetary value and cannot be exchanged for money or anything of monetary value, except where we expressly state otherwise. All purchases of in-game currency and items are final and non-refundable, except where required by applicable law. We may manage, modify or remove in-game currency and items at our discretion. You are solely responsible for determining what, if any, taxes apply to your purchases.

7. INDEMNITY

You shall defend, indemnify and hold harmless chainers.io and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys’ fees arising out of or in any way related to:

• your breach of these Terms;
• your use or misuse of, or access to, the App;
• misappropriation or infringement by you of any intellectual property rights or other rights of chainers.io or any person or entity;
• your violation of applicable laws, rules or regulations in connection with your access to or use of the App.

We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

8. THIRD-PARTY SITES

The App may permit you to link to other websites, services or resources on the Internet, which are provided solely as a convenience to you. You access these third-party websites, services or resources at your own risk. They are not under our control, and you acknowledge that we are not responsible or liable for their content, functions, accuracy, legality, appropriateness or any other aspect. The inclusion of any link does not imply our endorsement of them or any association with their operators. You acknowledge and agree that we shall not be responsible or liable (directly or indirectly) for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any third-party websites, services or resources.

9. CHANGES TO THE TERMS

We may update these Terms from time to time. When we do, we will update the “Last Updated” date at the top of this page. Your continued use of the App after any changes means you accept the updated Terms.

10. CHANGES TO THE APP

You acknowledge and agree that the form and nature of the App, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the App at any time without notice. We also reserve the right to shut down the App in our sole discretion.

11. CHILDREN

You affirm that you are over the age of 13, as the App is not intended for children under 13. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE APP, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

12. DISPUTE RESOLUTION, ARBITRATION

Please read this Section carefully. It requires you to arbitrate disputes with chainers.io and limits the manner in which you can seek relief from us. A printed version of these Terms and any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and chainers.io agree that any cause of action arising out of or related to the App must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The Terms shall be governed by and construed in accordance with the laws of the United Kingdom. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration. The prevailing party in any arbitration or other proceeding arising under these Terms shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection with the proceeding. Judgment on the award may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the above, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For the purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the App is not authorized in any jurisdiction that does not give effect to all provisions of the Terms, including without limitation this Section. WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE APP OR THE SITE: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

13. MISCELLANEOUS

These Terms (including those terms incorporated herein by reference) are the entire agreement between you and us with respect to the App, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the App. If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the rest of the Terms remain enforceable. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. For any waiver of compliance with these Terms to be binding on us, one of our authorized representatives must provide you with written notice of that waiver. There are no third-party beneficiaries to these Terms. Nothing in these Terms creates any agency, partnership or joint venture. The language in these Terms will be interpreted according to its fair meaning, and not strictly for or against any party. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger. These Terms will be governed by and construed in accordance with the laws of the United Kingdom. We shall not be liable for any failure to perform our obligations where such failure results from any cause beyond our reasonable control, including without limitation mechanical, electronic or communications failure or degradation. All notices under these Terms shall be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next-day delivery by a recognized overnight delivery service.