TERMS OF SERVICE AND END USER LICENSE AGREEMENT
Effective Date: 5th August 2020
These Terms of Service and End User License Agreement (the “Terms”) are an agreement between you and Goama Pte Ltd. They govern your access and use of the websites, games, mobile apps, and other interactive software products and services that we operate and that link to these Terms (collectively, our “Services”).
Please review these Terms carefully before using the Services. We may change the Terms or modify, suspend, or terminate any features of the Services at any time in our sole discretion consistent with applicable law. We will notify you (including by posting the updated Terms on the Services) of changes to these Terms. By continuing to use the Services, you accept such changes to the Terms, which will take effect at the time they are posted or as otherwise required by applicable law.
PLEASE NOTE THAT SECTION X CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT MAY AFFECT YOUR RIGHTS FOR RESOLVING ANY DISPUTE WITH US.
YOU CONSENT TO ENTERING INTO THESE TERMS ELECTRONICALLY, AND TO STORAGE OF RECORDS RELATED TO THESE TERMS IN ELECTRONIC FORM.
I. USE OF THE SERVICES
II. CONTENT POSTED BY USERS
III. INTELLECTUAL PROPERTY AND CLAIMS OF INFRINGEMENT
IV. VIRTUAL CURRENCY AND VIRTUAL ITEMS
V. CODE OF CONDUCT
VI. THIRD-PARTY SERVICES, CONTENT, AND NETWORKS
VII. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
IX. GOVERNING LAW
X. DISPUTE RESOLUTION
XII. CONTACT US
I. USE OF THE SERVICES
Subject to these Terms, you may access and use the Services running operating systems on which the Services were designed to operate for your personal, non- commercial, entertainment use only. The Services are licensed, not sold, to you on a limited, revocable, non-sublicensable, nontransferable, and non-exclusive basis. You may not modify, copy (except for a single backup copy and transient copying required to operate the Services), distribute, transmit, display, perform, reproduce, publish, create derivative works from or adapt, sell, rent, lease, sublicense, or otherwise transfer or make available the Services or any portion thereof. Without limiting the generality of the foregoing, you agree that you have no right to sell or otherwise transfer any of the virtual items, virtual currency, points, or any other content or information from the Services, in whole or in part, on internet auction sites (such as eBay or IGE), hack sites, private server sites, gold farming sites, or any other third-party sites or services or in return for anything of value (whether real money or otherwise). You have no rights in or to the services unless expressly granted to you under these Terms. Your license is automatically rescinded and terminated if you breach any provision of the Terms.
Some of the Services are subject to and governed by additional terms, conditions, rules, or guidelines on permissible use (“Additional Terms”). We will make these Additional Terms available to you through the applicable service, in which case your acceptance of such Additional Terms is required before you may use the applicable service. If any of the covenants of this agreement conflict with any terms and conditions of Additional Terms, the Additional Terms shall supersede this agreement with respect to the subject matter addressed in the Additional Terms.
You represent that you are not a person barred from receiving the Services under applicable law. You also represent that you either are over the age of majority in your country or, consistent with applicable law, use the Services only with the permission and under the supervision of a parent or legal guardian that has reviewed and agreed to these Terms. Children (as defined under applicable law) may not register for an account and may not provide any personal information to Goama or others through the Services.
Some of our Services require you to create an account with us. If you are not signed into your account, you might not be able to access some portions or features of the Services. When creating an account, you will provide only accurate and complete information, and promptly update this information. You will keep your username and password confidential and secure, and will not use the same password that you use for other websites or services. You will uninstall and delete the Services before transferring any device on which they are installed. You will immediately notify us if you discover or otherwise suspect any unauthorized access to or
use of your account.
NOT WITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN YOUR ACCOUNT, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL RIGHTS IN AND TO THE ACCOUNT ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF GOAMA. We do not recognize or allow the transfer of accounts between players. You may not, and may not offer to, purchase, sell, gift, or trade any account. Any such attempt shall be null and void and may result in the termination and forfeiture of the account.
Goama may provide you with updates as they are made generally available by Goama in its sole discretion. You acknowledge and agree that Goama may provide updates to you remotely and automatically, including by (without limitation) accessing the device / mobile /PC on which you use the Services. Any updates provided or made available by Goama are part of the Services and will be subject to these Terms.
You will abide by all applicable export laws and regulations when using the Service. The Services, or any part thereof, may not be downloaded or otherwise exported or re- exported (a) into any country for which the United States has a trade embargo, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders or subject to EU or EU member state financial or other sanctions. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
By accepting these Terms you understand and agree that performance of these Terms and provision of the Services may require transfer of the information that we collect from your country to other countries, which may not provide the same level of protection as the European Union/European Economic Area or your home country.
II. CONTENT POSTED BY USERS
You are and will remain solely responsible for all communications, images, videos, sounds, content or part of the content of databases, databases, content and any other materials or information that you upload or transmit through the Services, including without limitation any text, voice transmissions or recordings, or gameplay clips (“User Content”).
You represent and warrant that the User Content that you post or transmit will not:
Infringe the copyright, trademark, database or other intellectual property rights of a third party. You represent and warrant that you own or have all necessary licenses, rights, consents, and permissions to post or transmit the User Content on the Services and that the User Content does not violate any applicable laws, the Terms, or any third party’s right of privacy or publicity.
Promote unauthorized sweepstakes or contest; and will not promote a lottery, or gambling of any type.
Prevent or impede other users from finding information related to the Services.
Facilitate or promote conduct that in the sole discretion of Goama involves illegal content, pornography, piracy, online pharmacies, illegal drugs, underage drinking, or socially irresponsible behavior due to alcohol or drug consumption (such as drinking and driving).
Instruct users how to make bombs, weapons, drugs, illegal or illicit or dangerous items, or solicit involvement in behavior or organizations that are violent or illegal under applicable laws, including without limitation terrorist threats or activities.
You acknowledge and agree that Goama may (but is not required to) moderate, monitor, review, and record any User Content (including the content of your oral or written communications) that you post, transmit, or make available on or through the Services and may, without prior notice to you and in its sole judgment, remove User Content for any or no reason, at any time. You agree that such monitoring or recording can be made using software that may be installed when you download software to access or use the Services. Unless required by law, Goama assumes no liability for any failure to remove, or any delay in removing, User Content and does not assume any responsibility or liability for the use and/or storage of User Content.
You hereby grant Goama a royalty-free, perpetual, irrevocable, fully transferable and sub-licensable, non-exclusive, worldwide right and license to use your User Content in any and all media in any manner and for any purpose (including without limitation commercial, advertising, and promotional purposes) to the greatest extent permitted by applicable law, including without limitation the rights to reproduce, copy, modify, perform, display, publish, distribute, broadcast, transmit, or otherwise communicate to the public, or create derivative works from or adapt, use or otherwise exploit by any means whether now known or unknown and without any further notice or compensation to you of any kind. To the extent permitted by applicable law, you waive any moral rights of paternity, publication, reputation, or attribution with respect to Goama’s and other players’ use and enjoyment of User Content in connection with the Services. The license grant to Goama, and the above waiver of any applicable moral rights, survives any termination or expiration of the Terms.
III. INTELLECTUAL PROPERTY AND CLAIMS OF INFRINGEMENT
The Services (including any updates thereto) are protected under the copyright and other intellectual property laws of the United States, European Union, and other countries. Goama 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 Services are the trademarks, service marks or logos of their respective owners. You are granted no right or license with respect to any of these trademarks, service marks, or logos without our prior written consent. Goama owns and shall retain all right, title, and interest, including without limitation all intellectual property rights, in
and to the Services and any portions thereof.
Goama is always pleased to hear from our players and fans, and we welcome comments and feedback regarding our Services. Any ideas, suggestions, proposals, comments, feedback, or other submissions (including without limitation those that provide feedback on our Services or suggest new content, features, products, or similar ideas) (collectively, “Feedback”), regardless of whether you provide such Feedback in a public or private medium, will not be treated as confidential or proprietary. This means that if you provide Feedback to Goama, you are waiving all rights to it and are allowing it to be shared and used by us or others for any purpose, including without limitation using, sharing, and commercially exploiting the Feedback any way we see fit without any notice or compensation to you. Goama does not return or regularly acknowledge Feedback we receive, and does not have any obligation related to your Feedback.
We respect the intellectual property rights of others. If you have a good faith belief that your copyrighted work or other intellectual property has been infringed and is accessible through our Services, you may notify our Designated Agent by contacting us as specified below by providing the following information in writing:
Identification of the copyrighted work or intellectual property, or a representative list of works or property claimed to have been infringed.
Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate the material.
Your name, address and daytime telephone number, and an e-mail address if available, so that we may contact you if necessary.
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the owner of the intellectual property, its agent, or the law.
A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
If the content is removed, the party that posted the content may receive a notice that it was removed because of claimed infringement. We may provide them with your contact information, including email address and the name of your organization or client, and the contents of your report. If the party that posted the content believes that the content shouldn’t have been removed, they’ll be encouraged to reach out to you to try to resolve the issue directly, and they may be able to submit a counter-notification under applicable law. We terminate the privileges of users who repeatedly infringe intellectual property laws.
IV. VIRTUAL CURRENCY AND VIRTUAL ITEMS
While using the Services, you may have the opportunity to visit online and in-game stores where you can obtain and use Goama’s virtual currency and digital, in-game items (including early access to games still in production, as may be offered from time to time). Goama also may make points available to you in connection with your use of the Services.
VIRTUAL CONTENTS, INCLUDING VIRTUAL CONTENTS EXCHANGED FOR PREPAID PAYMENT INSTRUMENTS, ARE REGARDED AS GOODS OR SERVICES, AND ARE NOT PREPAID PAYMENT INSTRUMENTS. Virtual currency and points have no “real-world” value but may be exchanged for in-game items. Items from such stores are not purchased by you, but rather are licensed to you under these Terms. REGARDLESS OF THE CONSIDERATION OFFERED OR PAID IN EXCHANGE FOR VIRTUAL CURRENCY, YOU DO NOT HAVE ANY OWNERSHIP RIGHTS IN THE ITEMS OBTAINED WITH VIRTUAL CURRENCY.
Any prices, quotations and descriptions made or referred to on our Services do not constitute an offer and may be withdrawn or revised at any time before Goama’s express acceptance of your order. To the extent permitted under applicable law, you agree to pay all charges, fees, and applicable taxes incurred by you or anyone else using your account or resulting from use of the Services on your device at the price(s) in effect when such charges occurred. Goama may change the pricing for the Services at any time consistent with applicable law. Goama reserves the right to notify you of any mistakes in product descriptions or errors in pricing prior to product dispatch. If that happens, and you choose to continue with fulfilment of the order, you acknowledge that the product or service will be provided in accordance with such revised description or corrected price.
Different payment methods, such as credit card, direct debit, PayPal, etc., may be available to you when obtaining virtual currency through the Services. When you use third-party payment and billing providers, such as PayPal, that provider’s additional terms, conditions, and costs, apply. It is your obligation to pay all federal, state, and local taxes associated with the receipt or use of the virtual items which you purchase from Goama.
Certain minimums may apply to purchases of virtual currency, and certain maximums may apply depending on your transaction method. Goama reserves the right to change the maximum and minimum amounts applicable to virtual currency purchases at any time without notice, consistent with applicable law.
YOU UNDERSTAND AND AGREE THAT GOAMA WILL NOT OFFER REFUNDS FOR VIRTUAL CURRENCY OR DIGITAL, IN-GAME ITEMS UNDER ANY CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION TERMINATION OR EXPIRATION OF YOUR ACCOUNT, THESE TERMS, OR THE SERVICES, EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW. If an account is permanently banned, all content licenses and virtual currency balances associated with the suspended account are forfeited. Goama will have no obligation or responsibility to and will not reimburse you for any virtual currency, points, items, or experience lost due to your violation of these Terms.
Items may expire. Each item that you obtain using virtual currency or points will be included in your account until the earlier of the item’s expiration date, termination or expiration of your account, these Terms, or the Services. Price and availability of items are subject to change without notice, consistent with applicable law.
We may suspend or terminate your account if for any reason a charge you authorize us to make to your credit card or SMS/phone billing cannot be processed or is returned to us unpaid or refunded and, if such event occurs, you shall immediately remit to us payment for such charge through the use of another credit card or other payment mechanism. We are not responsible or liable for any credit card or bank-related charges or fees related to any of your transactions. We reserve the right, without prior notification, to limit the order quantity on any item or to refuse to provide you with any item. You may be required to verify your transaction information prior to our
Notwithstanding these Terms, the laws in your country may apply to the purchase of virtual goods and services supplied by Goama to you and you may have rights or remedies as set out in such laws that apply in addition to, or, to the extent that they are inconsistent, instead of, the rights or remedies set out in these Terms.
V. CODE OF CONDUCT
You will not use the Services in any manner that, in Goama’s sole discretion, is unlawful or could damage, disable, overburden, or impair the Services or interfere with Goama’s or any others’ use and enjoyment of the Services. Without limiting the generality of the foregoing, prohibited conduct includes the following, subject to applicable law:
Using any hacks, cracks, bots, or third-party software that may modify, temporarily or permanently, the code or the user experience of the Services, whether locally on your device or on servers, or using any application, software or technology that is not expressly authorized by us that enables cheating, power-leveling, or accomplishing game tasks that cannot be accomplished without the use of such an application, software or technology.
Reverse engineering, deriving source code, modifying, decompiling, disassembling the Services or any portion thereof, or otherwise determining or attempting to determine any source code, algorithms, methods or techniques used or embodied in the Services.
Impersonating any person or entity or otherwise misrepresenting your affiliation, identity, or the origin of materials you transmit, or misrepresenting that your statements or actions are endorsed by Goama.
Using any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services, or any content contained therein.
Removing, altering, or concealing any copyright, trademark, patent or other proprietary notices, legends, symbols, or labels (including any watermark or other digital rights management technology or other information) contained on or within the Services.
Taking any action that imposes an unreasonable or disproportionately large load on our network or infrastructure.
Hosting, providing, or developing matchmaking services for the Services without Goama’s prior written approval or creating, using, or maintaining any unauthorized connections to the Services.
Intercepting, emulating, or redirecting the communication protocols used by Goama or its designees in any way, including without limitation through protocol emulation, tunneling, packet sniffing, modifying or adding components to software, use of a data mining utility program to intercept, collect, read or mine information generated by the Services, or in any way utilize a technique now known or hereafter developed that would allow for or otherwise make available unauthorized access or use of the Services.
• Using or attempting to use any viruses, malware, or any other computer code, files, programs, software, routine, or device designed to interrupt, destroy, or limit the functionality or proper working of the Services or Goama’s systems or networks, including by engaging in, instigating, or facilitating any denial of service attack or similar conduct, or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network.
• Using macros, auto-looting or robot play, or any other behavior that allows you (or any character you are controlling) to automatically function or effect any action in a game with or without your presence.
• Creating more than one account within twenty-four hours or more than five accounts within thirty days, or otherwise exceeding your authorized access to any portion of the Services or any database, computer, or device.
• Distributing unauthorized materials or advertising or promoting goods or services without our permission (including, without limitation, by sending spam, promotional materials, junk mail, chain letters, pyramid schemes or any other form of unauthorized solicitation).
• Engaging in conduct that is harmful, harassing, defamatory, vulgar, obscene, hateful, threatening, abusive, inflammatory, intimidating, discriminatory, violent or encouraging of violence (including self-harm), stalking, sexually explicit, or otherwise objectionable in Goama’s sole discretion, including without limitation looting, kill stealing, making sexual comments, or cursing.
• Selling, advertising, or posting information on hacks, private servers (including sources thereof), or gold farming for the Services.
• Creating, utilizing, or transacting in any in-game item created or copied by exploiting a design flaw, undocumented problem, or program bug.
• Publishing, or sharing in any way, the personal information of other users, or any material, non- public information about companies without the authorization to do so.
• Engaging in any other conduct that, in Goama’s sole judgment, exposes us, any of our users, or any other third party to any liability, damages, or detriment of any type.
Violations of system or network security or attempts to disrupt or undermine the operation of the Services may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms.
WE MAY WITHHOLD, SUSPEND, MODIFY, OR TERMINATE YOUR ACCESS TO THE SERVICES FOR ANY OR NO REASON AT ANY TIME WITHOUT NOTICE UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW. If your account is suspended while you are participating in a tournament or competition, Goama assumes no liability in the loss of any potential prizes or recognition related to the tournament or competition.
VI. THIRD-PARTY SERVICES, CONTENT, AND NETWORKS
The Services may be made available to you through third-party services and may link to or include third-party services or content (including without limitation User Content posted in forums). We do not control, endorse, sponsor, recommend, or otherwise accept responsibility for such third-party services or content. These third parties may require you to install additional software, register for additional accounts, agree to additional terms and conditions, or take other actions before using the Services. Use of any third-party services or content is at your own risk and is subject to the third party’s terms and conditions. Under no circumstances will Goama be responsible or liable in connection with your reliance on or use of third-party services or content.
When using our Services, your device may connect to or utilize third-party networks, and you may incur fees based on your use of those networks. You are solely responsible for any and all costs and fees in connection with accessing and using the Services, including without limitation internet service provider fees, telecommunications fees, text messaging fees, excess broadband fees, and the costs of any and all devices and equipment used in connection with the Services.
VII. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
GOAMA AND SERVICE PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, FITNESS, PERFORMANCE, OR INTEROPERABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND ANY CONTENT CONTAINED WITHIN THE SERVICES FOR ANY PURPOSE. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. GOAMA AND ITS DEVELOPERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.
YOU SPECIFICALLY AGREE THAT In no event will GOAMA, OUR REPRESENTATIVES, MANAGERS, PARTNERS, SHAREHOLDERS, JOINT VENTURERS, THIRD-PARTY CONTRACTORS, EMPLOYEES, LICENSEES, LICENSORS, ADVERTISERS, OR AGENTS be liable for any direct or indirect, special, incidental, consequential, or punitive damages, lost profits, or other damages whatsoever arising in connection with the use of THE SERVICES, any interruption in availability of THE SERVICES, delay in operation or transmission, computer virus, loss of data, or use, misuse, reliance, review, manipulation, or other utilization in any manner whatsoever of THE SERVICES or the data collected through THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, even if WE HAVE been advised of the possibility of such damages or loss. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR OTHER FORMS OF DAMAGES, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, OR WITH ANY OF THE TERMS OF THE APPLICABLE AGREEMENTS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. THE MAXIMUM AGGREGATE LIABILITY OF GOAMA FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE THE GREATER OF $100 OR THE AMOUNT YOU PAID TO ACCESS THE SERVICES, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify, defend and hold GOAMA, ALONG WITH OUR REPRESENTATIVES, MANAGERS, PARTNERS, SHAREHOLDERS, JOINT VENTURERS, THIRD-PARTY CONTRACTORS, EMPLOYEES, LICENSEES, LICENSORS, ADVERTISERS, AND AGENTS, harmless from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages and liabilities related to or associated with your use of our SERVICES and any alleged violation by you of these Terms. We reserve the right to assume the exclusive defense of any claim for which We are entitled to indemnification under this section. In such event, you shall provide us with such cooperation as we reasonably request.
IX. GOVERNING LAW
Without regard to principles of conflicts of law, you agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded, regardless of your place of residence. To the fullest extent permitted by law, you agree that these Terms will be construed in accordance with, and were entered into under, the laws of the country specified in the table below, based on which GOAMA entity provides the relevant Services.
Except as otherwise provided for in Section X, you agree to submit to the personal and exclusive jurisdiction of the courts located within the specified forum:
X. DISPUTE RESOLUTION
This Section X does not apply to residents of Japan, the European Union, or the European Economic Area.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
In order to expedite and control the cost of disputes, Goama and you both agree that any legal or equitable claim, dispute, action or proceeding arising from or related to the Services (“Dispute”) will be resolved as follows to the fullest extent permitted by law:
Notice of Dispute.
In the event of a Dispute, you or we must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution. You must send any Notice of Dispute by mail and email to us at the mailing and email addresses provided in the
Contact Us section.
We will send any Notice of Dispute to you by mail to your address if we have it, or otherwise to your email address.
Small Claims Court.
You may choose to litigate any Dispute in small claims court (or the equivalent) in the Forum specified in Section IX, if the Dispute meets all the requirements to be heard in small claims court.
If the Dispute is not resolved in small claims court, any other effort to resolve the Dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act or any other applicable law. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
Exceptions to Arbitration.
You and Goama agree that the following Disputes are not subject to the above provisions concerning binding arbitration:
Any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Goama’s intellectual property rights.
Any claim for injunctive relief.
Any claim you are authorized to bring to the attention of any federal, state, or local government agencies that can, if the law allows, permit those authorities to seek relief from us on your behalf.
Class Action Waiver.
Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
Any arbitration will be conducted by the Judicial Arbitration and Mediation Service (“JAMS”) under the applicable Consumer or Commercial Arbitration Rules in effect at the time the Dispute is filed. If JAMS is unavailable or unable to conduct an arbitration of the Dispute, an alternative arbitration service provider will be mutually agreed upon by both parties. You may request a telephonic or in-person hearing by following the JAMS rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award relief only to you individually, and only to the extent required to satisfy your individual claim.
The arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim.
Whoever files the arbitration pays the initial filing fee. If we file, we pay. If you file, you pay unless you get a fee waiver under the applicable arbitration rules. All other fees will be allocated as provided by the rules of the arbitration firm and applicable law. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.
Disputes Must Be Filed Within One Year.
To the extent permitted by law, any Dispute under this agreement must be filed within one year in small claims court or in an arbitration proceeding. The one-year period begins when the Dispute or Notice of Dispute first could be filed. If a Dispute isn’t filed within one year, it’s permanently barred.
Temporary Injunctive Relief.
Before the appointment of an arbitrator, either party may seek temporary injunctive relief in any court of competent jurisdiction without waiving its right to arbitration.
If this agreement to arbitrate is found to be illegal or unenforceable, the parties agree to the fullest extent permitted by applicable law that any Dispute relating to your use of the Services or these Terms shall be commenced and heard in accordance with Section IX.
These Terms constitute the entire agreement between you and us, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us.
Relationship of Parties.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your access to and use of the Services.
If any provision of these Terms is found to be illegal or unenforceable, that provision will be severed. The remainder of the Terms will remain in full force and effect. The severed provision will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
This agreement may not be assigned, in whole or part, whether voluntarily, by operation of law, or otherwise, by you without the prior written consent of Goama. Goama may assign, license, delegate or otherwise transfer its rights or obligations hereunder to any third party without restriction. Subject to the preceding sentences, the rights and liabilities of the parties hereto are binding on, and shall inure to the benefit of, the parties and their respective successors and permitted assigns. Any attempted assignment other than in accordance with this Section shall be null and void.
Captions and Headings.
The captions and section and paragraph headings used in the Terms are inserted for convenience only and shall not affect the meaning or interpretation of the Terms.
Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of the Terms or respond to any violations.
XII. CONTACT US
If you have questions about these Terms, please contact us at email@example.com
TERMS AND CONDITIONS FOR THE SUPPLY OF EXPERIENTIAL CAMPAIGNS BY GOAMA PTE LTD.
1. DEFINITIONS AND INTERPRETATION
1.1 In these terms and conditions the following definitions apply unless otherwise stated:
‘Contract’ means the contract between the Company and the Client for the supply of Services governed by this Terms and Conditions and the Order.
‘Client’ means the individual or business entity who purchases Experiential Campaigns from the Company and whose details are set out in the Order.
‘Group Company’ means a company which is a subsidiary or holding company of the Company.
‘Company’ means Goama Pte Ltd. a company incorporated in Singapore having its registered address at 50 Draycott Park, 22-03 Singapore – 259396.
‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
‘Order’ means the order placed by the Client through acceptance of the Company’s Estimate.
‘Experiential Campaign’ means marketing activations engaging consumers using branded experiences creating a memorable impact on the consumer.
‘Estimate’ means the written quotation prepared by the Company which contains its proposals for providing Experiential Campaign to the Clients.
‘Services’ means all the services which are to be provided to the Client in relation to the Experiential Campaign as specified in the Order.
‘Specification’ means the description or specification of the Experiential Campaign in the Order.
2. COMPANY OBLIGATIONS AND WARRANTIES
2.1 The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.
2.2 The Company shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure Event or the Client’s failure to provide the Company with adequate instructions or information relevant to the supply of the Services.
2.3 The Company shall be entitled to use a subsidiary or holding company or other subcontractors for the provision of the Services.
3. CLIENT’S OBLIGATIONS
3.1 The Client shall provide assistance and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.
3.2 The Client shall be obliged to inform the Company immediately of changes of any information regarding the technical infrastructure which may affect the Services delivered by the Company.
4. PRICE AND PAYMENT
4.1 Unless otherwise expressly stated, all prices mentioned in the Estimate shall be exclusive of VAT and other duties. In the event that duties are introduced or changed after the conclusion of an Order, the Company shall be entitled to adjust the agreed prices accordingly.
4.2 Unless otherwise stated in the Estimate, at the date of acceptance of the Estimate the Client shall provide payment of 50% of the total Estimate figure.
4.2.1 the Client fails to provide the information necessary under Clause 3.1; or
4.2.2 the Client terminates the Contract pursuant to Clause 10.3 of the instant Terms and Conditions; or
4.2.3 the Company terminates the Contract due to Force Majeure Events.
4.3 The Client shall provide payment of the remaining 50% of the Estimate figure within 30 (thirty) days from the date of acceptance of the Estimate.
4.4 The Client shall pay each invoice submitted by the Company within 14 Business Days of the date of the invoice. In the event of overdue payment, interest shall accrue on the outstanding amount at the rate of 2 (Two) per cent per month.
5. DELAYS AND COMPLAINTS
5.1 In the event that the Client proves that the Services are delayed or not in accordance with the Order, the Company shall be obliged to remedy or redeliver, at its own discretion, without undue delay.
5.2 Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of the Company within 48 hours the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.
5.3 The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third Party Services’). The Client acknowledges that the Third Party Services will be governed by that third parties’ terms and conditions and that the Company cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same.
6. LIMITATION OF LIABILITY
6.1 The Company makes no warranties regarding the likelihood of success of the Services provided pursuant to the Experiential Campaign. The Company further gives no warranties and makes no guarantees in respect of the performance of the Experiential Campaign.
6.2 In no event, the Company shall be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the Services or the Experiential Campaign.
6.3 The Company shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. the Company shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at the Company’s discretion) the Company’s price list applicable from time to time.
6.4 The Company shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup etc. and affecting the Services delivered by the Company. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these Terms or on the basis of the Company’s price list applicable from time to time at the Company’s discretion.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company.
7.2 The Client shall ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”) to the Company for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) the requisite licences to the Company to use such Materials for the purposes of providing the Services for the duration of the Contract.
8.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.
9. TERM, TERMINATION AND ASSIGNMENT
9.1 The Contract shall come into force at the date of acceptance of the Estimate and shall remain in force until completion of all the Services mentioned in the Order.
9.2 The Company shall be entitled to terminate this Contract without notice in the event the Client fails to pay any of its payment obligation as in accordance with Clause 5 of the instant Terms and Conditions.
9.3 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party 1 (One) month written notice.
9.4 Upon termination for whatever reason:
9.4.1 the Client shall pay to the Company all of the outstanding unpaid with interest, if any; and
9.4.2 either Party shall return all materials received from the other Party pursuant to the Contract without undue delay. If relevant, the Client shall be obliged to remove codes, etc, from websites without undue delay; and
9.4.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
9.4.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
9.5 The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the Contract and these Terms without the prior written consent of the Company.
9.6 The Company shall be entitled to assign or subcontract any of its rights or obligations under the Contract and these Terms and the Client acknowledges that certain elements of the Services will be provided by third parties.
10. FORCE MAJEURE
10.1 Neither party shall be held liable for any event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or pandemics (“Force Majeure Events”).
11.1 The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by the Company in respect of any third parties as a result of the provision of the Services in accordance with the Order, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
12. DISPUTE RESOLUTION
12.1 Any dispute arising out of or in connection with the Contract or its performance, including without limitation the validity, scope, meaning, construction, interpretation or application of any provision thereof shall be settled, to the extent reasonably practicable, by amicable negotiation, discussion and agreement between the Parties.
13. GOVERNING LAWS
13.1 The Contract shall be governed by and construed in accordance with the laws of Singapore.
14.1 The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.
14.2 If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.
14.3 Any valid alteration to or variation of these Terms must be in writing signed on behalf of each of the parties by duly authorised officers.
14.4 The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding or arrangement between the parties, whether made orally or in writing and constitute the entire agreement between the Company and the Client relating to these Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded to the fullest extent permitted by law.