TERMS OF SERVICE
Please read these terms carefully. This is a binding agreement between GamingVPN (“GamingVPN,” “we,” “us” or “our“) and any person who accesses or establishes a connection to the GamingVPN Applications (“you,” “your,” or “User”). By using or otherwise accessing the GamingVPN Applications indicating your assent hereto by clicking “I agree” or similarly expressing acceptance where other options exist, you will be deemed to have accepted the terms of this agreement (such date, the “Effective Date”). GamingVPN retains any rights not specifically granted to you in this agreement.
Ownership; Right to Use
GamingVPN owns all rights to its software applications and other proprietary technology, including all intellectual property rights therein and all improvements thereto (the “GamingVPN Applications“).
GamingVPN hereby grants to you a non-exclusive, non-transferable, non-sublicensable, revocable (if you breach its obligations hereunder), limited right to use the GamingVPN Applications during the Term solely for the purpose of using GamingVPN functionality.
This agreement will not create an exclusive relationship between GamingVPN and you, and each party will remain unrestricted in its right to conduct business with any third party, including prospective, current, and former customers.
In order to be granted access under these Terms, you represent and warrant that you have all necessary power and authority to enter into this agreement and be bound by these Terms, either on your own behalf or on the behalf of an employer and/or an entity and that you (or such employer and/or entity) will comply with these Terms.
You shall not:
- Sell or resell the right to access or use GamingVPN Applications to a third party;
- Create Internet “links” to, “frame” or “mirror” any part of, or “scrape” or otherwise improperly obtain data from, the GamingVPN Applications;
- Reverse engineer, decompile, modify or disassemble the GamingVPN Applications;
- Send spam or otherwise duplicative or unsolicited messages with the GamingVPN Applications;
- Use the GamingVPN Applications to display any offensive, libelous or illegal content or any other content for which you do not have the right to share or to display;
- Use the GamingVPN Applications in any unlawful manner or for any unlawful purpose, or for a reason other than as specified under this agreement;
- Make any representations, warranties, or commitments regarding the GamingVPN Applications, or on behalf of GamingVPN;
- Intentionally launch a malicious automated program or script or any program intended to overburden or hinder the operation or performance of the GamingVPN Applications;
- Attempt to gain unauthorized access to the GamingVPN Applications or their related systems and networks; or
- Share any personally identifiable information obtained through using the GamingVPN Applications with a third party in violation of applicable law.
Modifications and Updates to GamingVPN Applications
GamingVPN may occasionally update, modify, or alter the GamingVPN Applications. You understand and acknowledge that such updates, modifications, or alterations may adversely impact your use of GamingVPN.
GamingVPN will attempt to, but cannot guarantee, provide prior notice to you of updates, modifications, or alterations to the GamingVPN Applications that substantially affect the functionality or compatibility of GamingVPN. You understand and acknowledge that sometimes GamingVPN may have to make immediate updates, modifications, or alterations to the GamingVPN Applications, in which case GamingVPN may not be able to provide you with advance notice.
The duration of the parties’ obligations hereunder (the “Term“) will commence on the Effective Date and continue until terminated in accordance with the terms below.
The Term shall end when you discontinue access or use of the GamingVPN Applications.
GamingVPN may suspend or terminate your access to the GamingVPN Applications, or terminate this agreement, if GamingVPN believes that you are violating this agreement or that suspension is necessary to protect the security, integrity, or other users of the GamingVPN Applications.
You understand that your use of GamingVPN may result in you receiving non-public information, code, software, documentation and other materials relating to the GamingVPN Applications or GamingVPN’s business and GamingVPN’s products, which is confidential and proprietary to GamingVPN (the “Confidential Information“). Your use of any such Confidential Information is strictly limited to that which is necessary in exercising your rights granted in this agreement. You understand that you are restricted from disclosing any such Confidential Information to any third party without GamingVPN’s prior written consent. You hereby undertake to use a reasonable level of care, and in no event less that the level of care you use in protecting your own confidential and proprietary information, to safeguard against the unauthorized use, access, or disclosure of the Confidential Information.
You shall defend and indemnify GamingVPN from and against any damages, liabilities, losses, and costs, including reasonable attorney’s fees, arising out of any third-party claim relating to your breach of this agreement and any use or misuse of the GamingVPN Applications.
Limitation of Liability
Neither GamingVPN nor its employees, agents, directors, shareholders, or affiliates shall be liable to you for any indirect, special, incidental or consequential loss or damages of any kind, or for any loss that could have been avoided by your use of reasonable diligence, even if GamingVPN had been advised or should be aware of the possibility of such damages. In no event will GamingVPN be liable to you for any punitive damages. The aggregate monetary liability of GamingVPN and any of its employees, agents or affiliates under any theory of law will not exceed $100 US Dollars.
Disclaimer of Warranties
The GamingVPN Applications and related intellectual property are provided “as is” without warranty of any kind. Except to the maximum extent required by applicable law, you disclaim all warranties, representations, conditions, and duties, whether express, implied or statutory, regarding the GamingVPN Applications including, without limitation, any and all implied warranties of merchantability, accuracy, results of use, reliability, fitness for a particular purpose, title, interference with quiet enjoyment and non-infringement of third-party rights. Further, GamingVPN disclaims any warranty that use of the GamingVPN Applications will be uninterrupted, secure, timely or error free. For the avoidance of doubt, although support or modifications for the GamingVPN Applications may be provided from time to time, the agreement or any action taken hereunder by you does not and will not entitle you to any support for the GamingVPN Applications.
Assignment. This agreement may not be assigned, in whole or in part, by operation of law or otherwise, by you without providing GamingVPN with prior written notice. Subject to the foregoing, this agreement will be binding upon and will inure to the benefit of assignee hereto and its respective successors and assigns.
Notices. All communications hereunder must be in writing. Communications must be via the current contact information disclosed on the GamingVPN website, located at gamingvpn.com.
The parties agree to attempt to resolve any dispute relating to this agreement by mediation, which shall be conducted under the then-current mediation procedures of The CPR Institute or any other mediation procedures upon which the parties may agree. The parties further agree that their good-faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy.
Either party may commence the mediation process by providing written notice to the other party, setting forth the subject of the dispute and the relief requested. Within 10 business days after the receipt of the notice, the other party shall deliver a written response. The initial mediation session will be held within 30 days after the initial notice. The parties agree to share the costs and expenses of the mediation (which does not include the expenses incurred by each party for its own legal representation in connection with the mediation).
The parties further agree that mediation proceedings are settlement negotiations, and that all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties or their agents will be confidential and inadmissible in any subsequent legal proceeding involving the parties; provided, however, that evidence that would be independently admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
The parties agree that any settlement agreement that they may enter into during the mediation process is fully binding and enforceable by any court with jurisdiction of the dispute. The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys’ fees, to be paid by the party against whom enforcement is ordered.
In the event that a dispute is not settled by mediation, the parties agree that the dispute shall be exclusively settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Disputes involving $75,000 or less shall use the AAA’s Expedited Rules. The parties shall mutually agree upon a single commercial arbitrator, and in the absence of agreement, the AAA shall select an arbitrator. The place of arbitration shall be Chicago, Illinois. Each party shall, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. The award of the arbitrators shall be accompanied by a reasoned opinion. Judgment on an arbitration award may be entered in accordance with the Federal Arbitration Act in the State of Delaware.
Either party may, notwithstanding the above, seek equitable relief in any proper court in the State of Delaware to enjoin a breach or threatened breach of any obligations under this agreement that might cause irreparable harm without any requirement to post bond
Governing Law. This agreement is governed by the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable choice-of-law principles.
Waiver of Jury Trial. The parties agree that any controversy that may arise under this agreement is likely to involve complicated and difficult issues, and therefore each party irrevocably and unconditionally waives any right it may have to a trial by jury in any legal action relating to this agreement or the transactions contemplated hereby.
Days. If any date calculated under this agreement would fall on a weekend or a federal holiday, it will be advanced to the next non-weekend, non-holiday day.
Force Majeure. GamingVPN shall not be liable for any default or delay in the performance of its obligations hereunder due to acts of God, war, terrorism, pandemics, natural disasters, cyber-attacks, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond GamingVPN’s reasonable control and only for the duration of such event.
Complete Agreement. This agreement is the entire understanding between the parties relating to the subject matter herein, superseding any prior agreements or understandings, written or verbal.
Amendment and Waiver. This agreement may be amended only with the consent of the affected parties, in writing. A provision of the agreement may be waived only with the written consent of the party against whom the waiver is asserted. A waiver will be effective only in the specific instances and for the limited purposes for which given and must be explicit. No action or inaction by a party will be considered an implied waiver.
Severability. Whenever possible, each provision of this agreement will be interpreted in such manner as to be effective and valid under applicable law. If any provision of this agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, a court will, if possible, modify the provision to the extent required to make it valid and enforceable. Regardless, the invalidity, illegality or unenforceability of a provision will not affect any other provision, or the enforcement of the provision in any other jurisdiction.
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