Terms of service

 

TERMS OF SERVICE AGREEMENT

EFFECTIVE AS OF 17 MAY 2021.

1. LICENSE

1.1. AGREEMENT TO TERMS

This Terms of Service Agreement ("Terms") is a legally binding contract between you and Gadfly Studios Inc.  (hereinafter “Gadfly” "us" or "we"), and governs your use of Gadfly’s website(s) ("Sites"), content, official social media pages, and products (collectively, our "Services"). BY USING THIS SITE AND ANY OF OUR SERVICES, YOU AGREE TO THESE TERMS. YOU ALSO AGREE TO GADFLY’S PRIVACY POLICY WHICH IS AVAILABLE HERE AND INCORPORATED INTO THESE TERMS HERE BY REFERENCE. IF YOU ARE OUTSIDE OF THE UNITED STATES, YOU CONSENT TO LETTING GADFLY TRANSFER, STORE AND PROCESS YOUR INFORMATION (INCLUDING YOUR PERSONAL INFORMATION) IN THE UNITED STATES. IF YOU DON’T AGREE TO THE TERMS, YOU CAN’T USE ANY OF OUR SERVICES AND ARE PROHIBITED FROM FURTHER ACCESS.  Additional posted guidelines and conditions of use ("Conditions") may be applicable to products or specific areas of the Services.

Important Notice: These Terms require the use of arbitration (Section 8 below) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.

1.2. UPDATES TO OUR TERMS, POLICIES OR CONDITIONS.

We can change these Terms, including our Privacy Policy and any Conditions, at any time. If a change is material, we’ll let you know by posting the amended Terms, Privacy Policy, or any Conditions on or within the Services, such as this page. It is your responsibility to periodically check the Terms of Service and Privacy Policy areas for changes. By using any of the Services on or after the Effective Date, as listed above, you agree to the updated Terms.

1.3. NO CHILDREN.

Our Services are directed to teenagers and adults and is not directed to children under the age of 14. You must be 14 years of age or older to use the Services. By using our Services, you affirm and represent that you are 14 years of age or older. By using the Services, you represent and warrant that all information you submit is truthful and accurate. Gadfly does not knowingly collect personal information from anyone under 14. If we learn that someone under 14 is using our Services, we’ll terminate their account. If you are between the ages of 14 and 17, you represent that your legal guardian has reviewed and agreed to these Terms and to our Privacy Policy.

1.4. LIMITED LICENSE TO USE THE SERVICES.

Subject to these Terms, Gadfly grants you a non-exclusive, non-transferable, revocable limited license subject to the limitations described in detail in these Terms to use the Services solely for your own non-commercial entertainment purposes. You agree not to use the Services for any other purpose.

1.4. LIMITED LICENSE TO USE VIRTUAL ITEMS ON THE SERVICES

You understand that while at times you may "earn" "buy" or "purchase" (a) virtual currency, including but not limited to virtual coins, cash, tokens, or points, for use in the Service; or (b) virtual in-game items (together with virtual currency, "Virtual Items"), you hold a limited license to use the Virtual Items in connection with your use of the Services only )"Limited License"). The amounts of any Virtual Item do not refer to any credit balance of real currency or any equivalent. The purchase and sale of the Limited License to use Virtual Items referred to in these Terms is a completed transaction upon receipt of your payment, redemption, or use of a third party virtual currency. Any "virtual currency" balance shown in your Account does not constitute a real-world balance or reflect any stored value. Prices and availability of Virtual Items are subject to change at any time without notice, and Gadfly reserves the right to modify or eliminate any or all Virtual Items at any time with or without notice.

1.5. THIRD PARTY SERVICES

If you use our Apps or Services on or through a third party service, you will be required to agree to and comply with their separate terms and conditions. You are responsible for full compliance and for fees that you incur when accessing the Services through third party services.

1.6. ACCOUNTS, USERNAMES, AND YOUR SECURITY RESPONSIBILITIES

You may be asked provide Gadfly with certain personal information to establish an Account, which may include your name, e-mail address, and, in some cases, payment information. This information will be held and used in accordance with Gadfly’s Privacy Policy. You agree that you will supply accurate and complete information to Gadfly, and that you will update that information promptly after it changes. By using the Service, you represent and warrant that all registration information you submit is truthful and accurate and you agree to the accuracy of such information.

YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN AN ACCOUNT, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL RIGHTS IN AND TO AN ACCOUNT ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF GADFLY. GENERALLY, GAME OR OTHER ACCOUNTS CREATED WITH GADFLY WILL BE CONSIDERED ACTIVE UNTIL WE RECEIVE A USER REQUEST TO DEACTIVATE OR DELETE THEM; HOWEVER, WE RESERVE THE RIGHT TO TERMINATE ANY ACCOUNT THAT HAS BEEN INACTIVE FOR 180 DAYS.

As part of the registration process you may be required to select a username and password. You agree that your username and password is personal to you and should not be used to provide access to the Services to any other person or entity. You will be responsible for all activities occurring under your username and for keeping your password secure. In the event you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of your password, you must immediately notify Gadfly and modify your password Information; We may refuse to grant you a username that impersonates someone else, is or may be protected by trademark or proprietary rights law, or is vulgar, offensive, or otherwise inappropriate, as determined by us in our sole discretion. Gadfly reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party’s rights or is deemed by us to be offensive.

1.7. ACCESS RULES AND RESTRICTIONS

To ensure that everyone can enjoy the Services, we list a number of rules and restrictions that apply to your use of the Services and are a condition of your Limited License grant, including the following:

• You must be 14 or over to use the Services.
• You must restrict access to any account by children under the age of 14. You accept responsibility for any unauthorized use of the Services by minors in connection with your Account and are fully responsible for any use of your credit card or other payment instrument (e.g. Apple App Store, PayPal and Facebook Credits) by minors;
• You shall not create an account using a false identity or information, or on behalf of someone other than yourself;
• You shall not use the Services if you have previously been removed by Gadfly or previously been banned from playing any game of Gadfly;
• You shall use the Services only for non-commercial purposes;
• You shall not use the Services or your Account to advertise, solicit, or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages (spim and spam) to anyone;
• You shall not use the Services or your Account to engage in any illegal conduct;

Any use of the Service in violation of these License Limitations is strictly prohibited, can result in the immediate revocation of your limited license granted, and may subject you to liability for violations of law. ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE SERVICES INCLUDING UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF ANY GADFLY GAME IS A VIOLATION OF GADFLY POLICY AND MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS.

You agree that you will not, under any circumstances:

1. Engage in any act that Gadfly deems to be in conflict with the spirit or intent of the Services, including but not limited to circumventing or manipulating these Terms, our game rules, game mechanics or policies;
2. Make improper use of Gadfly’s support services, including by submitting false abuse reports or using profane and abusive language in your communications with our support personnel; or
3. Use the Services, intentionally or unintentionally, in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;

CHEATING AND HACKING

You agree that you will not, under any circumstances:

1. Use cheats, exploits, automation software, bots, hacks, mods or any unauthorized third party software designed to modify or interfere with the Services or any Gadfly game experience;
2. Use the Service in order to design or assist in the design of cheats, automation software, bots, hacks, mods or any other unauthorized third party software designed to modify or interfere with the Service or any Gadfly game experience;
3. Without Gadfly’s express written consent, modify or cause to be modified any files that are a part of the Services;
4. Disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Services or any Gadfly game environment (each a "Server"); or (2) the enjoyment of the Services or any Gadfly game by any other person;
5. Institute, assist or become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks upon the Services, or other attempts to disrupt the Services or any other person’s use or enjoyment of the Services; or attempt to gain unauthorized access to the Services, Accounts registered to others or to the computers, Servers, or networks connected to the Services by any means other than the user interface provided by Gadfly, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, or software that is part of the Services;

OFFENSIVE OR INFRINGING CONTENT

You agree that you will not, under any circumstances:

1. Post any information that is abusive, threatening, bullying, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive, in Gadfly’s sole determination, including but especially directed at minors;
2. Post any information that contains nudity, excessive violence, or offensive subject matter or that contains a link to such content;
3. Attempt to, or harass, abuse, or harm, or advocate or incite harassment, abuse or harm of another person, group, including Gadfly employees, including Gadfly’s customer service representatives; or
4. Make available through the Services any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity or impersonates any other person, including without limitation a Gadfly employee;

COMMERCIAL ACTIVITY

You agree that you will not, under any circumstances:

1. Without Gadfly’s express written consent, use the Services or any part thereof for any commercial purpose, including but not limited to (1) communicating or facilitating any commercial advertisement or solicitation, or (2) gathering or transferring Virtual items for sale;
2. Use the Services or any part thereof for performing in-game services, such as leveling-up and item collection services, in exchange for payment outside the Services; Transmit unauthorized communications through the Services, including junk mail, chain letters, spam and any materials that promote malware, spyware and downloadable items;

UNAUTHORIZED USE OR CONNECTION TO THE SERVICE

You agree that you will not, under any circumstances:

1. Interfere or attempt to interfere with the proper functioning of the Services or connect to or use the Services in any way not expressly permitted by these Terms;  Use any unauthorized third party software that accesses, intercepts, "mines", or otherwise collects information from or through the Services or that is in transit from or to the Services. Gadfly may, at its sole and absolute discretion, allow the use of certain third-party user interfaces;
2. Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a Server, or the Service, whether through the use of a network analyzer, packet sniffer or other device;
3. Make any automated use of the system, or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
4. Bypass any robot exclusion headers or other measures we employ to restrict access to the Services or use any software, technology, or device to send content or messages, scrape, spider, or crawl the Services, or harvest or manipulate data;
5. Use, facilitate, create, or maintain any unauthorized connection to the Services, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate any part of the Services; or (2) any connection using programs, tools, or software not expressly approved by Gadfly;
6. Except where permitted by law or relevant open source licenses, reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Services, or to obtain any information from the Services using any method not expressly permitted by Gadfly; or
7. Copy, modify or distribute rights or content from any Gadfly site or game, or Gadfly’s copyrights or trademarks or use any method to copy or distribute the content of the Services except as specifically allowed in these Terms;

COLLECTION AND PUBLICATION OF PERSONAL INFORMATION You agree that you will not, under any circumstances:

1. Solicit or attempt to solicit personal information from other users of the Services; Collect, harvest or post anyone’s private information, including personally information (whether in text, image or video form), identification documents, or financial information through the Service; or
2. upload or transmit or attempt to upload or transmit, without Gadfly’s express permission, any material that acts as a passive or active information collection or transmission mechanism.

Without limiting the generality of the foregoing rules and restrictions, Gadfly reserves the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:

• Restrict, suspend, or terminate your access to all or any part of our Services;
•  Change, suspend, or discontinue all or any part of our Services;
• Refuse, move, edit or remove any material, content or service area for any reason;
•  Deactivate or delete your account(s) and all related information and files in your account(s);
• Establish general practices and limits concerning use of our sites and Services.

You agree that Gadfly will not be liable to you or any third party for taking any of these actions. You understand and agree that our Services may include communications such as advertisements, service announcements and administrative messages from us or from our partners, and that these are considered part of the Services. The above is not a complete list of restricted prohibited uses of the Service. Our Services are subject to existing laws and legal process. Nothing contained in these Terms shall limit our right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Services.

1.8. SUSPENSION AND TERMINATION OF ACCOUNT AND SERVICE

WITHOUT LIMITING ANY OTHER REMEDIES, GADFLY MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE SERVICES OR PORTIONS THEREOF IF YOU ARE, OR GADFLY SUSPECTS THAT YOU ARE, FAILING TO COMPLY WITH ANY OF THESE TERMS OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICES, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR USER NAME AND PERSONA AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION, AS WELL AS ANY BENEFITS, PRIVILEGES, EARNED ITEMS AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF THE SERVICE, AND GADFLY IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.

1.9. OWNERSHIP

1.9.1. SERVICES AND ALL CONTENT CONTAINED THEREIN

The Services (including without limitation any Apps, content, games, titles, computer code, themes, objects, characters, character names, stories, dialogue, catch phrases, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, in-game chat transcripts, character profile information, recordings of games played using an App or Gadfly game client, and the Gadfly game clients and server software) are protected by trademark, copyright or other proprietary rights of Gadfly. Gadfly reserves all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the Services.

To the extent that you provide us with any suggestions, feedback or other information relating to our business or the Services (including, but not limited to, suggested new products or services or improvements to existing products and services), such information is provided to us on a non-confidential and unrestricted basis, and you hereby grant to Gadfly a non-exclusive, worldwide, perpetual, royalty-free, fully transferable and sublicensable right and license to reproduce, display, distribute, use and fully exploit such suggestions, feedback and information.

1.9.2. ACCOUNTS

1.9.4. USER CONTENT

"User Content" means any communications, images, sounds, and all the material, data, and information that you upload or transmit through a Gadfly game client or the Services, or that other users upload or transmit, including without limitation any chat text. By transmitting or submitting any User Content while using the Services, you affirm, represent and warrant that such transmission or submission is (a) accurate and not confidential; (b) not in violation of any applicable laws, contractual restrictions or other third party rights, and that you have permission from any third party whose personal information or intellectual property is comprised in the User Content; (c) free of viruses, adware, spyware, worms or other malicious code; and (d) you acknowledge and agree that any of your personal information within such content will at all times be processed by Gadfly in accordance with its Privacy Policy.

You own your User Content. You hereby grant Gadfly and its Affiliates a perpetual and irrevocable (other than as provided below), worldwide, fully paid-up and royalty free, non-exclusive, unlimited license, including the right to sublicense and assign to third parties, and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, your User Content as well as all modified and derivative works thereof in connection with our provision of the Services, including marketing and promotions thereof. To the extent permitted by applicable laws, you hereby waive any moral rights you may have in any User Content. The license you grant us to use user posted content (except any content you submit in response to Gadfly promotions and competitions or any other content specifically solicited by Gadfly) ends when you delete your User Content or you close your Account unless your User Content has been shared with others, and they have not deleted it. However, you understand and accept that removed content may persist in back-up copies.

 

1. USER CONTENT

2.1. CONTENT SCREENING

You are entirely responsible for all User Content you post or otherwise transmit via the Services. Gadfly assumes no responsibility for the conduct of any user submitting any User Content, and assumes no responsibility for monitoring the Services for inappropriate or illegal content or conduct. We have no obligation to monitor User Content. If we choose at any time, in our sole discretion, to monitor the Services, we have the right, in our sole discretion, to edit, refuse to post, or remove any User Content and we may monitor and/or record your interaction with the Services or communications (including without limitation chat text and voice communications) when you are using the Services. By entering into these Terms, you hereby provide your irrevocable consent to such monitoring and recording.

2.2. INFORMATION USE BY OTHER USERS OF THE SERVICE

2.2.1. PUBLIC DISCOURSE & UNSOLICITED IDEAS

The Service may include various forums, blogs and chat features where you can post User Content, including your observations and comments on designated topics. Gadfly cannot guarantee that other users will not use the ideas and information that you share. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, do not post it on the Service. Gadfly shall have no responsibility to evaluate, use or compensate you for any ideas or information you may choose to submit.

If you submit suggestions, proposals, comments or other materials (collectively "Submissions") within the Service you understand and agree that Gadfly (1) shall have no obligation to keep your Submissions confidential; (2) shall have no obligation to return your Submissions or respond in any way; and (3) may use your Submissions for any purpose in any way without notice or compensation to you.

GADFLY IS NOT RESPONSIBLE FOR A MEMBER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST.

2.2.2. RESPONSIBLE FOR YOUR OWN CONTENT

You are solely responsible for the information that you post on, through or in connection with the Services and that you provide to others. Information, materials, products or services provided by other users (for instance, in their profiles) may, in whole or in part, be unauthorized, impermissible or otherwise violate these Terms, and Gadfly assumes no responsibility or liability for this material. If you become aware of misuse of the Services by any person, please contact our customer support department. Gadfly may reject, refuse to post or delete any User Content for any or no reason, including, but not limited to, User Content that in the sole judgment of Gadfly may violate these Terms. Gadfly reserves the right to limit the storage capacity of User Content that you post on, through or in connection with the Services.

2.3. DISCLOSURE

Your information, and the contents of all of your online communications (including without limitation chat text, voice communications, IP addresses and your personal information) may be accessed and monitored as necessary to provide the Services and may be disclosed as we believe to be necessary or appropriate: (a) under applicable law, including laws outside your country of residence; (b) to comply with legal process; (c) to respond to requests from public and government authorities including public and government authorities outside your country of residence; (d) to enforce these Terms; (e) to protect our operations or those of any of our affiliates; (f) to protect our rights, privacy, safety or property, and/or that of our affiliates, you or others; and (g) to allow us to pursue available remedies or limit the damages that we may sustain.

2.4. USER INTERACTIONS

2.4.1 MEMBER DISPUTES

You are solely responsible for your interactions with other users of the Services and any other parties with whom you interact through the Services and/or Gadfly games. Gadfly reserves the right, but has no obligation, to become involved in any way with these disputes.

2.4.2 RELEASE

If you have a dispute with one or more users, you release Us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use or data. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor."

 

1. FEES AND PURCHASE TERMS

3.1. PURCHASES

PURCHASES OR REDEMPTIONS OF THIRD PARTY VIRTUAL CURRENCY TO ACQUIRE A LICENSE TO USE VIRTUAL ITEMS ARE NON-REFUNDABLE. Your license to Virtual Items for use in Gadfly games is a service provided by Gadfly that commences upon acceptance by Gadfly of your purchase or redemption of third party virtual currency. By ordering a license to use Virtual Items you agree and accept that Gadfly will provide it to you promptly following completion of your purchase. If you reside in the European Union and you purchase a product or service from Gadfly, you may have the right to withdraw from a purchase within seven calendar days, commencing on the day after the date of purchase (the "Cooling Off Period"). However, you lose your right of withdrawal if the performance of the services begins before the end of the Cooling Off Period. Accordingly, please note that if you purchase a license to use Virtual Items from Us, your right of withdrawal is lost as the performance of our services begins promptly once your purchase is completed.

3.2. PAYMENT OF FEES

You agree to pay all fees and applicable taxes incurred by you or anyone using an Account registered to you. Gadfly may revise the pricing for the goods and services it licenses to you through the Services at any time. YOU ACKNOWLEDGE THAT GADFLY IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL ITEMS WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.

 

1. THIRD PARTY ADVERTISING, LINKS,

ENDORSEMENTS, SITES

4.1. THIRD PARTY ADVERTISEMENTS

You understand that the Services and Gadfly games may feature advertisements from Gadfly or third parties. Gadfly's disclosure of information for third party advertising is addressed in Gadfly’s Privacy Policy.

4.2. ENDORSEMENTS AND LINKS TO THIRD PARTY SITES

GADFLY MAY RECEIVE A COMMISSION, FEE AND/OR OTHER COMPENSATION ON SOME CLICKS OR PURCHASES MADE ON, THROUGH OR LINKED FROM THE SERVICES. THIS MEANS GADFLY MAY RECEIVE SOME FORM OF COMPENSATION THROUGH AN ARRANGEMENT IT HAS WITH A THIRD PARTY IF YOU (i) CLICK ON CERTAIN ADS OR LINKS ON OUR WEBSITES, EMAILS OR NEWSLETTERS, OR (ii) PURCHASE A PRODUCT OR SERVICE AFTER CLICKING A LINK.

Gadfly makes no representation or warranty regarding any content, goods and/or services provided by any third party even if linked to from our Service, and will not be liable for any claim relating to any third party content, goods and/or services. The linked sites are not under the control of Gadfly and may collect data or solicit personal information from you. Gadfly is not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. Further, the inclusion of any link does not imply endorsement by Gadfly of these linked sites. Any charges or obligations you incur in your dealings with these third parties are your responsibility.

1. COPYRIGHT NOTICES/COMPLAINTS

You may not post, distribute, perform, display, transmit or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. It is Gadfly's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA").

If you believe that your copyrighted work has been copied, reproduced, displayed, duplicated, performed, distributed, or otherwise infringed without your authorization and is available on the Service or in a Gadfly game in a way that may constitute copyright infringement, you may provide notice of your claim to Gadfly at the address listed below. For your notice to be effective, it must include the following information:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. A description of the copyrighted work that you claim has been infringed upon;
3. A description of where the material that you claim is infringing is located;
4. Information reasonably sufficient to permit Gadfly to contact you, such as an address, telephone number, and, if available, an e-mail address at which you may be contacted;

1. A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
2. A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please send all copyright claim notices to: Attn: DMCA Agent, GADFLY STUDIOS INC., 3524 SILVERSIDE RD STE 35B, WILMINGTON DE 19810, USA; shasn@memesyslab.com. If your user content or other information has been affected by reason of a notification under the DMCA, you may make a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. You will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that your User Content or your activity is not infringing the copyrights of others. When we receive a counter-notification, we may reinstate the material in question.

To file a counter-notification with us, you must provide us with a written communication and also an email sent to Gadfly at the address indicated above setting forth the following items:

1. An identification of the URLs or other unique identifying information or material that Gadfly has removed or to which Gadfly has disabled access;

1. Your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, and use Los Angeles County, California, USA, if your address is outside of the United States), and that you will accept service of process from the person who provided notification under the DMCA or an agent of such person;

1. A statement, under penalty of perjury, that you have a good faith belief that content at issue was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
2. Your physical or electronic signature.

 

Gadfly reserves the right to terminate without notice any user's access to the Services if that user is determined by Gadfly, in its sole discretion, to be a "repeat infringer." In addition, Gadfly accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.

 

1. UPDATES TO THE SERVICES

You understand that the Service is an evolving one. Gadfly may require that you accept updates to the Services and to Gadfly’s games you have installed on your computer or mobile device. You acknowledge and agree that Gadfly may update the Services with or without notifying you. You may need to update third party software from time to time in order to receive the Services and play Gadfly’s games.

 

1. DISCLAIMERS / LIMITATIONS / WAIVERS / INDEMNIFICATION

7.1. DISCLAIMER OF WARRANTIES

GADFLY PROVIDES YOU THESE SERVICES TO YOU ON AN AS IS AND AS AVAILABLE BASES. YOU USE THE SERVICES AT YOUR OWN RISK AND DISCRETION. THE SERVICES DON’T COME WITH ANY WARRANTY - EITHER EXPRESS OR IMPLIED, INCLUDING NO IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE OR NON-INFRINGEMENT; PROVIDED THAT, TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED).

WITHOUT LIMITING THE FOREGOING, NEITHER GADFLY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, " GADFLY PARTIES") WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

7.2. WAIVERS AND LIMITATIONS OF LIABILITY

GADFLY WON'T BE LIABLE TO YOU FOR ANY DAMAGES THAT ARISE FROM YOUR USE OF THE SERVICES. THIS INCLUDES IF THE SERVICES ARE UNAVAILABLE AND ALL TYPES OF DAMAGES (INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY). IT ALSO INCLUDES ALL KINDS OF LEGAL CLAIMS, SUCH AS BREACH OF CONTRACT, BREACH OF WARRANTY, TORT OR ANY OTHER TYPE OF LOSS.

YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE GADFLY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THE GADFLY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THE SECTION MAY NOT APPLY TO YOU. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER OR EXCLUDE OR RESTRICT ANY LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ANY NEGLIGENCE OR FRAUD OF GADFLY.

7.3. INDEMNIFICATION

You agree to indemnify, save, and hold Gadfly, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Services, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. Gadfly reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Gadfly, and you agree to cooperate with Gadfly’s defense of these claims. Gadfly will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

You agree that the provisions in this paragraph will survive any termination of your Account(s) or of your use of the Services.

 

1. DISPUTE RESOLUTION

8.1. ARBITRATION

If a dispute arises between you and Gadfly, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, we strongly encourage you to first contact us directly to seek an informal resolution through our customer support team. If any dispute cannot be settled informally, you and Gadfly agree to resolve any claim or controversy at law or equity relating to this Agreement or the Services (a "Claim") through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, and the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.

8.2. CHOICE OF LAW AND JURISDICTION

These Terms are governed by California law, without reference to its conflict of laws provisions. You agree to submit to the personal jurisdiction of Los Angeles County in connection with any dispute or arbitrator’s judgment.

8.3. IMPROPERLY FILED CLAIMS

All claims you bring against Gadfly must be resolved in accordance with this Legal Disputes Section. All claims filed or brought contrary to Sections 8.1 or 8.2 shall be considered improperly filed. Should you file a claim contrary to Sections 8.1 or 8.2, Gadfly shall be entitled to recover attorneys' fees and costs up to $5,000, provided that Gadfly has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

 

1. SEVERABILITY

If any provision of these Terms is found invalid by a court of competent jurisdiction, you agree that the court should try to give effect to the parties’ intentions as reflected in the provision and that other provisions of the Terms will remain in full effect.

1. GENERAL PROVISIONS

In this agreement, " Gadfly" means Gadfly Studios Inc., which shall mean subsidiaries, parent companies, joint ventures and other corporate entities under common ownership.

10.1. ASSIGNMENT

Gadfly may assign or delegate these Terms and/or the Gadfly Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms or Privacy Policy without Gadfly’s prior written consent, and any unauthorized assignment and delegation by you is void and ineffective.

10.2. SUPPLEMENTAL TERMS AND POLICIES

Gadfly may publish additional terms policies related to specific services, such as the EULA governing the applications for mobile devices. Your right to use such services is subject to those specific policies and these Terms.

10.3. ENTIRE AGREEMENT

These Terms (including any documents expressly incorporated by reference into them such as Gadfly’s Privacy Policy), contain the whole agreement between Gadfly and you.

10.4. LANGUAGE OF THE TERMS OF SERVICE

If we provide you with a translation of the English language version of these Terms, the Gadfly Privacy Policy, or any other policy (collectively "Gadfly Policies"), then you agree that the translation is provided for informational purposes only and does not modify the English language version of the Gadfly Policies.

In the event of a conflict between a translation of the Gadfly Policies and the English version, the English version of the Gadfly Policies will control.

10.5. NO WAIVER

If Gadfly doesn’t exercise a particular right under these Terms, that doesn’t waive it. No representations, statements, consents, waivers, or other acts or omissions by Gadfly shall be deemed a modification of these Terms nor be legally binding.

10.6. NOTICES

We may notify you via postings on www.buyshasn.com , and via e-mail or any other communications means to contact information you provide to us. If you are a user in India, all notices given by you or required from you under these Terms or the Gadfly Privacy Policy shall be in writing. Any notices that you provide without compliance with this Section on Notices shall have no legal effect.

10.7. EQUITABLE REMEDIES

Notwithstanding the binding arbitration provisions hereof and any contrary provisions herein, Gadfly has the following equitable rights and remedies.

You acknowledge that the rights granted and obligations made under these Terms to Gadfly are of a unique and irreplaceable nature, the loss of which shall irreparably harm Gadfly and which cannot be replaced by monetary damages alone. Accordingly, Gadfly shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.

You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Services or any Gadfly game, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Services and agree to limit your claims to claims for monetary damages (if any).

10.8. FORCE MAJEURE

Gadfly shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Gadfly, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Gadfly’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

10.9. CONTACT INFO:

Questions? Let us know by sending an email to shasn@memesyslab.com.