End User License
Agreement
This End User License Agreement (“Terms”) are between you (or “User”) and NCV Games
Pte. Ltd., a limited liability company duly organized and validly existing under the laws of
the Republic of Singapore (“Singapore”), with its registered
address at 9 Raffles Place, #26-01 Republic Plaza, Singapore
(“NCV,” “we,” “us,” or “our”).
Please note that these Terms govern your access to and use of our platform (the “Platform”), games available through the
Platform (the “Games”), streaming
service available through the Platform (“Streaming
Service”), websites for the Platform, Games, and Streaming
Service (the “Websites”) and related PC and Mobile applications (the “Apps”),
and any online location operated by us that links to these Terms (collectively,
the “Services”).
ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT
PROCEDURE SPECIFIED IN SECTION 11 (“DISPUTE RESOLUTION”), AND EXCEPT FOR
CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 11, YOU AGREE THAT DISPUTES
BETWEEN YOU AND NCV WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING
YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER
IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. Basic Terms
Eligibility
You may use the Services only if you can form a
binding contract with us and are not barred from receiving the Services under
the laws of any applicable jurisdiction. If you are accepting these Terms and
using the Services on behalf of a company, organization, government, or other
legal entity, you represent and warrant that you are authorized to do so. You
may use the Services only in compliance with these Terms and all applicable
local, state, national, and international laws, rules, and regulations. You shall
not use the Services if you are under age 18 without parental consent or have
previously been banned from using the Services. If you are under age 18, you
represent that you have your parent or guardian’s permission to use the Apps,
please have them read these Terms with you. If you are a parent or legal
guardian of a User under age 18, you are subject to these Terms and responsible
for your child’s activities on the Apps.
Agreement to
Terms
By accepting these Terms, you agree to be bound
by these Terms. The Services that NCV provides are always evolving and the form
and nature of the Services may change from time to time. As a result, we may need to amend these Terms from time to
time. That being said, we will provide you with notice of such changes to the Terms through the Services, or
through any other appropriate measures as determined by us in our sole
discretion. If you continue to use the
Services for thirty (30) days after such notice we will take this as you
accepting them. If you do not accept the changes, you can terminate your
agreement with us within thirty (30) days of receipt of notice of the proposed changes.
NCV may from time to time need to modify or stop
(permanently or temporarily) providing the Services (or any features within the
Services) to you or to Users generally; although NCV will use commercially
reasonable efforts to provide notice to you, NCV may not be able to provide you
with prior notice. If you continue using the
Services for thirty (30) days after any such modifications, we will assume you
have accepted them (this includes updates). We also retain
the right to create limits on use and storage at our sole discretion at any
time without prior notice to you.
Registration
If you want to use certain features of the
Services, you need to create an account and become a registered User or using a linked account,
such as Google and Apple. It is
important that you provide us with accurate, complete, and up-to-date
information for your account and you agree to update such information, as
needed, to keep it accurate, complete, and up to date. If you do not, we may
have to suspend or terminate your account. We reserve the
right to force forfeiture of any username for any reason or
to disable any log-on ID, at any time, if in our opinion you have failed to
comply with any of the provisions of these Terms or if any details you provide
for the purposes of registering as a User prove to be false.
You are responsible for safeguarding the
password or credentials that you use to access the Services and for any
activities or actions under your linked account, where we encourage you to use
“strong” passwords (passwords that use a combination of upper- and lower-case
letters, numbers, and symbols). We are not liable for any loss or damage
arising from your failure to comply with the above requirements. You are
responsible for all activities that occur under your account, whether or not you know about them. If your account is
hacked or any third parties use your account, then you shall immediately notify
us and follow our instructions. We may restrict usage of such account in our
sole discretion.
The use of your information, including User Content, is subject to
our Privacy Policy.
Advertisements
The Services may include advertisements, which
may be targeted to the content or information on the Services, queries made
through the Services, or other information. The types and extent of advertising
on the Services are subject to change. In consideration for NCV granting you
access to and use of the Services, you agree that NCV and its subsidiary, third
party providers, and partners may place such advertising on the Services or in
connection with the display of content or information from the Services whether
submitted by you or others, unless otherwise provided.
We may provide patches, updates, or upgrades to
the Services that must be installed for you to continue to use the Services.
Although we will use commercially reasonable efforts to notify you, we may
update the Services remotely without notifying you, and apply patches, updates,
and upgrades. We may modify, suspend, discontinue, substitute, replace, or
limit your access to any aspect of the Services at any time. You acknowledge that
your use of the Services does not confer on you any interest, monetary or otherwise,
in any aspect or feature of the Services, including but not limited to (where
applicable) any rewards, or Content (save
for where it is your own User Content). You also acknowledge that
any data, customization, or other data related to your use of the Services may
cease to be available to you at any time without notice, including without
limitation after a patch, update, or upgrade is applied. We do not have any
maintenance or support obligations with respect to the Services.
3. App Currency and
Content
We may offer you the ability to acquire licenses
to in-app currency (“App Currency”) or Content, such as by: (a) purchasing a
limited license to use App Currency for a fee (“Purchased App Currency”), (b)
earning a limited license to use App Currency by performing or accomplishing
specific tasks in the Services, or (c) purchasing for a fee, exchanging App
Currency for, or earning a limited license to use Content.
Neither App Currency nor Content are redeemable
for money or monetary value from NCV or any other person, except as otherwise
required by applicable law. App Currency and Content do not have an equivalent
value in real currency and do not act as a substitute for real currency.
Neither NCV nor any other person or entity has any obligation to exchange App
Currency or Content for anything of value, including, but not limited to, real
currency. You agree that NCV may engage in actions that may impact the perceived
value or purchase price, if applicable, of App Currency and Content at any
time, except as prohibited by applicable law.
All purchases of Purchased App Currency and
Content are final and are not refundable, transferable, or exchangeable under
any circumstances, except as otherwise required by applicable law. NCV, in its
sole discretion, may impose limits on the amount of App Currency or Content
that may be purchased, earned, accumulated, redeemed, or otherwise used.
Except as otherwise prohibited by applicable
law, NCV, in its sole discretion, has the absolute right to manage, modify,
substitute, replace, suspend, cancel or eliminate App Currency or Content, including
your ability to access or use App Currency or Content, without notice or
liability to you. You may not transfer, sell, gift, exchange, trade, lease,
sublicense, or rent App Currency or Content except within the Services and as
expressly permitted by NCV.
Except as otherwise prohibited by applicable law
or these Terms, NCV reserves and retains all rights, title, and interest,
property or otherwise, in and to the App Currency and Content. The license to
App Currency and Content under the license will terminate upon termination of
the license and as otherwise provided herein.
When you provide payment information to NCV or
its authorized processor, you represent that you are an authorized user of the
payment card, PIN, key, account or other payment method specified by you, and
you authorize NCV to charge such payment method for the full amount of the
transaction. If you are a minor, you must obtain a parent or legal guardian’s
permission prior to entering or using any payment methods.
We do our best to describe every product or
service offered on the Service as accurately as possible. However, we do not
warrant that any part of the Services, including without limitation the product
specifications, pricing, or other Content on the Services is complete,
accurate, reliable, current, or error-free. In the event of any errors relating
to the pricing or specifications, NCV shall have the right to refuse or cancel
any orders in its sole discretion unless applicable laws dictate otherwise. If
we charged your credit card or other account prior to our cancellation, we
would issue a credit to your account in the amount of the charge. Additional
terms may apply, and you will have the opportunity to review such terms in such
cases. If a product or service you purchased from us is not as described, your
sole remedy is to cancel the purchase and receive a credit for the purchase
price.
4. Content on the Services
The Services
contain: (i) materials and other items relating to NCV and its products and
services, and similar items from our licensors and other third parties,
including all layout, information, databases, articles, posts, text, data,
files, images, scripts, designs, graphics, instructions, illustrations,
photographs, sounds, pictures, videos, advertising copy, URLs, technology,
software, interactive features, the “look and feel” of the Services, and the
compilation, assembly, and arrangement of the materials of the Services and any
and all copyrightable material; (ii) trademarks, logos, trade names, trade
dress, service marks, and trade identities of various parties, including those
of NCV; and (iii) other forms of intellectual property (collectively,
“Content”). All right, title, and interest in and to the Services and the
Content are the property of NCV or our licensors or certain other third
parties, and is protected by applicable copyright, trademark, trade dress,
patent, and/or other intellectual property and unfair competition rights and
laws to the fullest extent possible.
“User Content” means: any Content that is provided by you or on your behalf or import to be made available through the Services.
Ownership and License
NCV and its licensors own all title, ownership
rights, and intellectual property rights in and to the Services (excluding the User Content), NCV, the Games, and
their respective intellectual property rights.
All rights granted to you under these Terms are granted by express license only
and not by sale. No license or other rights shall be created hereunder by
implication, estoppel, or otherwise.
Subject to your compliance with these Terms, NCV
grants you a limited, non-exclusive, revocable, personal, non-perpetual, non-transferable
license to access and view the Content posted by other Users via the Services
solely in connection with your permitted use of the Services and solely for
your personal and non-commercial purposes conditional on your compliance with
these Terms.
NCV does not claim any ownership rights in any
User Content. Subject to the license you grant to NCV according to these
Terms, you retain your
rights to any User Content you submit, post, or display on or through the
Services. Subject to your ownership of your User Content, all right, title, and
interest in and to the Services and Content are and will remain the exclusive
property of NCV and its licensors (including other Users). The Services are
protected by copyright, trademark, and other applicable laws. NCV reserves all
rights not specifically granted in these Terms.
To make the User Content available to you and
other Users, NCV and/or
its licensors and certain other third parties may need a license
from you. By submitting, posting, or displaying User Content on or through the
Services, you grant us a worldwide, permanent, sub-licensable, non-exclusive, irrevocable, royalty-free
license to use, copy, reproduce, process, adapt, modify, publish, translate, transmit, create derivative works from, display and distribute
such User Content in
any and all media or distribution methods (now known or later developed).
We may modify or adapt your User Content in order to transmit, display, or
distribute it over computer networks and in various media and/or make changes
to your User Content as
are necessary to conform and adapt that User Content to any requirements or limitations of
any networks, devices, services, or media.
Rights in App Granted by NCV
Subject to your compliance with these Terms, NCV
grants you a limited, non-exclusive, revocable, personal, non-perpetual non-transferable,
non-sublicensable license to download and install a copy of the App on any
mobile device or computer that you own or control and to run that copy of the
App solely for your own personal, non-commercial purposes. You may not copy the
App, except for making a reasonable number of copies for backup or archival
purposes. Except as specifically described in these Terms, you cannot:
· copy, modify or create derivative works based on the App;
· distribute, transfer, sublicense, lease, lend, or rent the App to any third
party;
· reverse engineer, decompile, or disassemble the App; or
· make the functionality of the App available to multiple Users through any
means.
NCV reserves all rights in and to the App.
Responsibility for User Content
All User Content,
whether publicly posted or privately transmitted, is the sole responsibility of
the person who originated the User Content. We may (but are not required to)
monitor or control User Content posted via the Services, however we cannot take
responsibility for such User Content. Any use or reliance on any User Content
made available via the Services or obtained by you through the Services is at
your own risk.
You are
responsible for your User Content, so please do not make objectionable content
available on or through the Services. You should only
provide User Content that you are comfortable sharing with others
under these Terms. 'Objectionable content' includes any content that is
defamatory or in breach of any contractual duty or any obligation of
confidence, is infringing of any privacy or intellectual property rights, is
obscene, sexually explicit, threatening, abusive, harassing, inciteful of
violence, terrorism or hatred, blasphemous, discriminatory (on any ground),
liable to cause anxiety, alarm or embarrassment, knowingly false or misleading,
or that does not comply with all applicable laws and regulations or is
otherwise objectionable.
If you do, we may
have to take it down. NCV may at any time screen, remove, delete, block, or
refuse to publish User Content that violates this Agreement or is otherwise
objectionable as determined in NCV’s sole discretion and without prior notice
or any liability to You or any third party. If you provide User Content, You may only use the tools
that NCV provides through the normal functionality of the Service to remove or
modify that specific type of User Content. You understand that you may be exposed to User
Content from a variety of sources when using the Services and acknowledge that
User Content may be inaccurate, offensive, indecent, or otherwise
objectionable. You agree that NCV shall not be responsible or liable for your
or others’ User Content or for any use of your User Content by NCV in accordance
with these Terms. Complaints about any Content must be
submitted to https://help.ncvgames.com/ and must
contain details of the specific Content giving rise to the complaint.
To the fullest extent permitted by law, you waive and agree to waive all rights of authorship,
paternity, attribution, integrity, disclosure, withdrawal, and any other rights
that are known or referred to as “moral rights”, “artist’s rights”, “droit
moral”, or other similar rights, recognized under any legal or equitable theory
of any country or under any treaty, regardless of whether that right is
referred to as a “moral right” (collectively “Moral Rights”) in and to your
User Content. You further knowingly and irrevocably agree to not exercise any
Moral Rights in and to your User Content that You have not waived in any manner
that interferes with any exercise of granted rights. You waive and agree not to
assert your Moral Rights even if your User Content is altered or changed in a
manner not agreeable to you.
NCV does not allow intellectual-property
infringement activities through the Services. You may not and agree not to
create, generate, or make available through the Services any User Content to
which you do not have the right to grant NCV such license in all of the
elements (including the licensed music) of the User Content.
If you do choose to create, generate, or make available your User Content
through the Services, you are solely responsible for your User Content and
represent and warrant that:
a)
you have all the
rights, power, and authority necessary to grant the rights granted in these
Terms to any User Content that you submit;
b) your User Content, and NCV’s use of the User Content as contemplated
under these Terms, will not:
i.
infringe,
misappropriate, or violate a third party’s intellectual property rights, or any
other applicable rights (including but not limited to portrait rights);
ii.
contain,
transmit, distribute, link to or otherwise make available, or advertise or
promote any content that infringes any intellectual property rights or data
protection, privacy or other rights of any other person, or is 'objectionable
content' as set out above;
iii.
impersonate any
person or entity or otherwise misrepresent your relationship with any person or entity in a manner that does or is intended to
mislead, confuse, or deceive others;
iv.
contain,
transmit or distribute any unsolicited or unauthorized advertising,
marketing or promotional material or other form of solicitation (spam); or
v.
transmit or
distribute any virus and/or other code that has contaminating or destructive
elements.
c)
NCV does not need
to obtain any further licenses, provide attribution, or pay royalties or other
compensation to any third parties; NCV’s use of your User Content will not violate any third-party contract or
cause NCV to violate any applicable laws or regulations.
You acknowledge and agree that any feedback,
comments, or suggestions you may provide regarding NCV, or the Services is
entirely voluntary and we will be free to use such feedback, comments, or
suggestions as we see fit and without any obligation or payment to you.
5. Additional
Terms for App Store Apps
If you
accessed or downloaded the App from any
app store or distribution platform (such as Apple App Store, Google Play, Facebook, or PURPLE Launcher) (each, an “App Provider”), then you acknowledge and agree that:
· These Terms are between you and NCV, and not with the App Provider; between
NCV and the App Provider, NCV is solely responsible for the App.
· It is not the App Provider’s responsibility to provide any maintenance or
support services for the App.
· If the App fails to conform to any applicable warranty, you may notify the
App Provider and the App Provider may refund the purchase price for the App to
you (if applicable) and, to the maximum extent permitted by applicable law, the
App Provider will have no other warranty obligation whatsoever with respect to
the App. Any other claims, losses, liabilities, damages, costs, or expenses
attributable to any failure of an App to conform to any warranty will be the
sole responsibility of NCV.
· The App Provider is not responsible for addressing any of your claims or
any third party’s claims relating to the App or your possession and use of the
App, including, but not limited to: (i) product liability claims; (ii) any
claim that the App fails to conform to any legal or regulatory requirement; and
(iii) claims arising under consumer protection or similar legislation.
· If there is a third-party claim that the App or your possession and use of
the App infringes that third party’s intellectual property rights, NCV will be
solely responsible for the investigation, defense, settlement, and discharge of
any such intellectual property infringement claim to the extent required by
these Terms.
· The App Provider and its subsidiaries are third-party beneficiaries of
these Terms as they relate to your license of the App. Upon your acceptance of
these Terms, the App Provider will have the right (and will be viewed to have
accepted the right) to enforce these Terms as related to your license of the
App against you as a third-party beneficiary of these Terms.
· You must also comply with all applicable third-party terms of service when
using the App.
· You agree to comply with all U.S. and foreign export laws and regulations
to ensure that the App, any technical data related the App, and/or any direct
product from your use of the App is exported or re-exported directly or
indirectly in a way that violates those laws and regulations. By using the App,
you represent and warrant that: (i) you are not located in a country that is
subject to a U.S. Government embargo, or that has been designated by the U.S.
Government as a “terrorist supporting” country; and (ii) you are not listed on
any U.S. Government list of prohibited or restricted parties.
If you accessed or downloaded the App from the
Apple App Store, then you also agree to use the App only: (i) on an
Apple-branded product or device that runs iOS (Apple’s proprietary operating
system software); and (ii) as permitted by the “Usage Rules” stated in the
Apple Store Terms of Service.
6. Restrictions
On And Use Of The
Services
We reserve the
right (but will not have the obligation) to access, read, preserve, and
disclose any information as we reasonably believe necessary to (i) satisfy any
applicable law, regulation, legal process, or governmental request, (ii)
enforce the Terms, including investigation of potential violations of the
Terms, (iii) detect, prevent, or otherwise address fraud, security, or
technical issues, (iv) respond to User support requests, or (v) protect the
rights, property or safety of NCV, its Users and the public. NCV does not
disclose personally identifying information to third parties except in
accordance with our Privacy Policy.
You may not do any of the following while
accessing or using the Services:
· access, tamper with, or use non-public areas of the Services, NCV’s
computer systems, or the systems of NCV providers;
· probe, scan, or test the vulnerability of any system or network or breach
or circumvent any security or authentication measures;
· access or search or attempt to access or search the Services by any means
(automated or otherwise) other than through our currently available, published
interfaces that are provided by NCV (and only pursuant to those terms and
conditions), unless you have been specifically allowed to do so in a separate
agreement with NCV (scraping the Services without the prior consent of NCV is
prohibited);
· forge any TCP/IP packet header or any part of the header information in any
email or posting, or in any way use the Services to send altered, deceptive, or
false source-identifying information;
· interfere with, or disrupt, (or attempt to do so), the access of any User,
host or network, including, without limitation, sending a virus, overloading,
flooding, spamming, mail-bombing the Services, or by scripting the creation of
Content in such a manner as to interfere with or create an undue burden on the
Services;
· use, display, mirror, or frame the Services or any individual element
within the Services, NCV’s name, any NCV trademark, logo, or other proprietary
information (including, without limitation, the Games), or the layout
and design of any page or form contained on a page, without NCV’s express
written consent;
· avoid, bypass, remove, deactivate, impair, descramble, or otherwise
circumvent any technological measure implemented by NCV or any of NCV’s
providers or any other third party (including another User) to protect the
Services or Content;
· attempt to access or search the Services or Content or download Content
from the Services through the use of any engine, software, tool, agent, device,
or mechanism (including spiders, robots, crawlers, data mining tools or the
like) other than the software and/or search agents provided by NCV or other
generally available third-party web browsers;
· send any unsolicited or unauthorized advertising, promotional materials,
email, junk mail, spam, chain letters, or other form of solicitation;
· use any meta tags or other hidden text or metadata utilizing a NCV
trademark, logo URL or product name without NCV’s express written consent;
· use the Services or Content, or any portion of the Services or Content, for
any commercial purpose or for the benefit of any third party or in any manner
not permitted by these Terms;
· attempt to decipher, decompile, disassemble, or reverse engineer any of the
software used to provide the Services or Content;
· collect or store any personally identifiable information from the Services
from other Users of the Services without their express and informed consent;
· violate any applicable law or regulation; or
· encourage or enable any other individual to do any of the foregoing.
7. Copyright
Policy
NCV respects copyright law and expects you and
its Users to do the same. It is NCV’s policy to terminate in appropriate
circumstances Users who repeatedly infringe or are believed to be repeatedly
infringing the rights of copyright holders. We may in our sole discretion limit
access to the Services and/or update, transfer, suspend, or terminate the
accounts of any Users who infringe the intellectual property rights of others,
whether or not there is any repeat infringement.
8. Termination
The Terms will continue to apply until
terminated by either you or NCV as follows:
a)
You may
terminate these Terms with NCV at any time for any reason by deactivating your
account and discontinuing your use of the Services. Where you are a paid subscription User, please note that if you
terminate these Terms before the end of your Subscription Period you will not
be entitled to a refund of your fees.
b)
We may suspend
or terminate your account (including these Terms) or cease providing you with
all or part of the Services at any time for any reason, unless prohibited by
applicable law, including, but not limited to, if we reasonably believe: (i)
you have violated these Terms, (ii) you create risk or possible legal exposure
for us; or (iii) our provision of the Services to you is no longer commercially
viable. If we terminate your account
and you have paid fees, we will refund to you any fees you have prepaid for the
remaining Subscription Period.
If we or you terminate these Terms, we will make
reasonable efforts to notify you through the Services the next time you attempt
to access your account. Upon termination (whether by you or by us), all rights
and obligations under these Terms shall end. The following Sections shall continue to apply:
3, 4, 6 (excluding your license to use the Services will shall terminate with these Terms),
7, 8, 9, 10, 11, and 12.
Nothing in this Section 8 shall affect NCV’s
rights to change, limit or stop the provision of the Services without prior
notice in accordance with this
Section 8.
9. Indemnity
You will indemnify and hold harmless NCV and its
affiliates, parents, subsidiaries, and each of their officers, directors,
employee and agents, from and against any claims, disputes, demands,
liabilities, damages, losses, and costs and expenses, including, without
limitation, reasonable legal, attorney, and accounting fees arising out of or
in any way connected with (i) your any
unauthorized access to or use of the Services or Content by you, (ii) your User
Content, or (iii) your violation of these Terms.
10. Disclaimers
and Limitations of Liability
Please read this Section 10 carefully since it
limits the liability of NCV and its parents, subsidiaries, affiliates, related
companies, officers, directors, employees, agents, representatives, partners,
and licensors (all together, the “NCV Entities”). Each of the subsections below
only applies up to the maximum extent permitted under applicable law. Some
jurisdictions do not allow the disclaimer of implied warranties or the
limitation of liability in contracts, and as a result the contents of this
Section 10 may not apply to you. Nothing in this Section 10 is intended to
limit any rights you may have which may not be lawfully limited or limit NCVs liability for (i) death or
personal injury caused by negligence or (ii) fraudulent misrepresentation.
The Services are
Available “AS-IS”
Your access to and use of the Services or any
Content is at your own risk. You understand and agree that the Services are
provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the
foregoing, TO THE MAXIMUM EXTENT POSSIBLE
UNDER APPLICABLE LAWS, NCV ENTITIES DISCLAIM ALL WARRANTIES AND
CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
NCV Entities make no warranty and to the maximum extent possible under
applicable laws disclaim all responsibility and liability for:
(i) the merchantability, quality, fitness for purpose, completeness, accuracy,
availability, timeliness, security, or reliability of the Services or any
Content; (ii) any harm to your computer system, loss of data, or other harm
that results from your access to or use of the Services, or any Content
(including without limitation any unlawful use of the Services); (iii) the
deletion of, or the failure to store or to transmit, any Content and other
communications maintained by the Services; and (iv) whether the Services will
meet your requirements or be available on an uninterrupted, secure, or
error-free basis. No advice or information, whether oral or written, obtained
from NCV Entities or through the Services, will create any warranty not
expressly made in these Terms.
Links
The Services may contain links to third-party
websites or resources. You acknowledge and agree that we are not responsible or
liable for: (i) the availability or accuracy of such websites or resources; or
(ii) the content, products, or services on or available from such websites or
resources. Links to such websites or resources do not imply any endorsement by NCV
Entities of such websites or resources or the content, products, or services
available from such websites or resources. You acknowledge sole responsibility
for and assume all risk arising from your use of any such websites or
resources.
No Assignment
You may not, without the prior written consent
of NCV, assign, transfer, charge, or sub-contract all or any of your rights or
obligations under these Terms, and any attempt without that consent will be
null and void. If restrictions on transfer of the Services under these Terms
are not enforceable under the law of your country, then this Agreement will be
binding on any recipient of the Services. NCV may at any time assign, transfer,
charge, or sub-contract all or any of its rights or obligations under this
Agreement.
Limitation of
Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE NCV ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY BUSINESS LOSSES, LOSS OF
PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF
DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR
ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY
CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT
LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR
THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv)
UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
SAVE FOR IN
RELATION TO NCV’S LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY
NEGLIGENCE OR (II) FRAUDULENT MISREPRESENTATION, IN NO EVENT
SHALL THE AGGREGATE LIABILITY OF THE NCV ENTITIES EXCEED THE GREATER OF ONE
THOUSAND U.S. DOLLARS (USD 1000.00) OR THE AMOUNT YOU PAID NCV, IF ANY, IN
THE PAST TWELVE (12) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, THE
LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER
BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE, AND WHETHER OR NOT THE NCV ENTITIES HAVE BEEN INFORMED OF THE
POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY STATED IN THESE TERMS IS FOUND TO HAVE FAILED
OF ITS ESSENTIAL PURPOSE.
11. Dispute
Resolution
Governing Law
These Terms and any action related thereto will
be governed by the laws of Singapore without regard to its conflict of laws
provisions, however nothing in these
Terms shall deprive you of any mandatory protections available to you under
your local law.
Agreement to
Arbitrate
You and NCV agree that any dispute, claim, or
controversy arising out of or relating to these Terms, or the use of the
Services or Content (all together, “Disputes”) will be settled by binding
arbitration, except that each party retains the right: (i) to bring an individual
action in small claims court (a “Small Claims Action”) and (ii) to seek
injunctive or other equitable relief in a court of competent jurisdiction to
prevent the actual or threatened infringement, misappropriation or violation of
a party’s copyrights, trademarks, trade secrets, patents or other intellectual
property rights (an “IP Protection Action”). You agree you may bring
arbitration claims only on your own behalf and not on behalf of any other
person or entity.
Unless you timely provide NCV with an
Arbitration Opt-out Notice (as defined below in the subsection titled “Your
Choices”), you acknowledge and agree that you and NCV are each waiving the
right to a trial by jury or to participate as a plaintiff or class member in
any purported class action or representative proceeding. Further, unless both
you and NCV otherwise agree in writing, the arbitrator may not consolidate more
than one person’s claims and may not otherwise preside over any form of any
class or representative proceeding.
This clause does not limit either party’s
ability to file an action in a court with jurisdiction to seek injunctive or
other equitable relief for disputes relating to intellectual property,
proprietary data or to enforce this dispute resolution clause, including your
agreement not to assert claims related to the suspension or termination of
another person’s account. In any such action, the court rather than an
arbitrator must decide whether such a claim is arbitrable and must decide
whether the party is entitled to the requested injunctive or other equitable
relief.
Arbitration
Rules
All
disputes arising out of or in connection with these Terms shall be administered by the International Chamber of Commerce (“ICC”) in
accordance with the Rules of
Arbitration of the ICC (“ICC Rules”)
then in effect, except as modified by this Section 11, by one or more arbitrators appointed in
accordance with the said Rules.
Arbitration
Location and Procedure
Unless you and NCV
otherwise agree, the place of arbitration shall be Singapore, with the
option for you to participate telephonically to the extent the ICC Rules
allow. If your claim does not exceed ten thousand U.S. dollars (USD 10,000), then the arbitration will be conducted solely on the basis of the
documents that you and NCV submit to the arbitrator, unless you request a
hearing or the arbitrator determines that a hearing is necessary. If your claim
exceeds ten
thousand U.S. dollars (USD 10,000), your
right to a hearing will be determined by the ICC Rules. Subject
to the ICC Rules, the arbitrator will have the discretion to direct a reasonable
exchange of information by the parties, consistent with the expedited nature of
the arbitration.
Arbitrator’s
Decision
The arbitrator will render an award within the
time frame specified in the ICC Rules. The arbitrator’s decision will include
the essential findings and conclusions which the arbitrator based its award on.
Judgment on the arbitration award may be entered in any court having
jurisdiction over the arbitration award. The arbitrator’s award of damages must
be consistent with the terms of the “Limitation of Liability” subsection of
Section 10 above as to the types and amounts of damages for which a party may
be held liable. The arbitrator may award declaratory or injunctive relief only
in favor of the claimant and only to the extent necessary to provide relief
warranted by the claimant’s individual claim. If you prevail in arbitration you
will be entitled to an award of attorneys’ fees and expenses, to the extent
provided under applicable law. NCV will not seek, and hereby waives all rights
it may have under applicable law to recover, attorneys’ fees and expenses if it
prevails in arbitration, unless such arbitration is found by the arbitrator to
be frivolous under the standards of the relevant civil procedure rule of the laws of
Singapore and in that case NCV shall be entitled to
recover attorneys’ fees in addition to any damages awarded to it.
Fees
If the arbitrator finds that your payment of the
administrative and arbitrator fees (excluding any attorney’s fees) under this
subsection is a burden on you, we agree to pay those fees for you (but not any
attorney’s fees).
Changes
By rejecting
any changes to these Terms in accordance with
Section 1, you are agreeing
that you will arbitrate any Dispute between you and NCV in accordance with the
provisions of this Section 11 as of the date you first accepted these Terms (or
accepted any subsequent changes to these Terms).
Your Choices
Unless you are
located in a jurisdiction where this provision is not enforceable, if you don’t want
to settle Disputes by arbitration as described above, you will notify NCV by
submitting a written notice to https://help.ncvgames.com/. telling us that you don’t want to use arbitration, within thirty (30)
days of the date on which you agreed to these Terms (such notice, an
“Arbitration Opt-out Notice”). For Users who submit an
Arbitration Opt-out Notice or for User situated in other jurisdiction where
this provision is not enforceable, you agree that all Disputes
will be resolved exclusively by a court of competent jurisdiction located in in
your jurisdiction of residence. Unless you are situated in other jurisdiction where this provision
is not enforceable, if you don’t provide NCV with an
Arbitration Opt-out Notice within the thirty (30) day
period, you will be deemed to have knowingly and intentionally waived your
right to litigate any dispute except for a Small Claims Action and an IP
Protection Action as stated above.
12. General
Terms
Failure by NCV to enforce any right or provision
of these Terms will not be deemed a waiver of such right or provision. In the
event that any provision of these Terms is held to be invalid or unenforceable,
then that provision will be limited or eliminated to the minimum extent
necessary, and the remaining provisions of these Terms will remain in full
force and effect. NCV’s failure to enforce any right or provision of these
Terms will not be considered a waiver of such right or provision. The waiver of
any such right or provision will be effective only if in writing and signed by
a duly authorized representative of NCV. Except as specifically stated in these
Terms, the exercise by either party of any of its remedies under these Terms
will be without prejudice to its other remedies under these Terms or otherwise.
You may not assign or transfer these Terms, by operation of law or otherwise,
without NCV’s prior written consent. Any attempt by you to assign or transfer
these Terms, without such consent, will be null. NCV may freely assign or
transfer these Terms without restriction. Subject to the foregoing, these Terms
will bind and inure to the benefit of the parties, their successors and
permitted assigns.
Any notices or other communications provided by NCV
under these Terms, including those regarding modifications to these Terms, will
be given by posting to the Services. These Terms and our Privacy Policy are the entire and exclusive agreement between NCV and you regarding the
Services (excluding any services for which you have a separate agreement with NCV
that is explicitly in addition or in place of these Terms), and these Terms
supersede and replace any prior agreements between NCV and you regarding the
Services and Content.
These Services are operated and provided by NCV.
If you have any questions about these Terms, please contact us at https://help.ncvgames.com/.