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.
· violate any
terms in NCV’s services’ Operation Policy. Violations shall be handled in
accordance with the Operation Policy
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/.