Last updated 9 May 2016
2.1 You represent and warrant that the information you provide in connection with your registration for the Services is accurate and complete and agree to keep that information up to date. If you are registering for the Services as an individual you warrant that you are at least 13 years of age and have the legal capacity to enter into this TOS. If you are registering for the Services as an entity or organization, you warrant that (i) you are duly authorized to do business in the countries where you operate, (ii) the individual applying for the account has the legal capacity to enter into this TOS and is an authorized representative of your entity, and (iii) your employees, officers, representatives and other agents accessing the Services are duly authorized to access the Services and to legally bind you to this TOS and all transactions conducted under your account.
2.2 When you register for an account you will select a username and password. You are responsible for maintaining the confidentiality of your password and security of your account. You are solely responsible for all activities that occur under you account and you will (a) immediately notify Player.IO of any unauthorized use of your account and any other breach of security and (b) ensure that you sign out from your account at the end of each session. Player.IO cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.
3.1 You are solely responsible for all information, data, text, software in object, byte, or source code, graphics, audio, video, messages, tags, or other materials you submit to the Services as well as any application you build using the Services (collectively referred to as the "Developer Content").
3.2 Player.IO does not claim ownership of the Developer Content you submit to and/or store on the Services, however, by submitting Developer Content to the Services, you grant Player.IO and its designees a world-wide, non-exclusive, unlimited users, unlimited sites, royalty-free license to prepare, compile, install, make, use, execute, access, reproduce, modify, adapt, publish, publicly perform and/or publicly display any and all Developer Content for the purpose of providing the Services to you.
3.3 You represent and warrant that you own or have the necessary licenses, rights, consent, and/or permission to use and authorize Player.IO to use any and all Developer Content in the manner contemplated by the Services and this TOS.
3.4 You acknowledge that the technical processing and transmission of the Services, including your Developer Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
3.5 Player.IO does not control the Developer Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Developer Content. You understand that by using the Services, you may be exposed to Developer Content that is offensive, indecent or objectionable. Under no circumstances will Player.IO be liable in any way for any Developer Content, including, but not limited to, any errors or omissions in any Developer Content, or any loss or damage of any kind incurred as a result of the use of any Developer Content made available via the Services. You acknowledge that Player.IO may or may not pre-screen Developer Content, but that Player.IO and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Developer Content that is available via the Services. Without limiting the foregoing, Player.IO and its designees shall have the right to remove any Developer Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Developer Content, including any reliance on the accuracy, completeness, or usefulness of such Developer Content.
3.6 You acknowledge, consent and agree that Player.IO may access, preserve and disclose your account information and Developer Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any Developer Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Player.IO, its users and the public.
You agree not to submit any Developer Content to, or otherwise use the Services in any way, that:
4.1 constitutes, promotes or facilitates illegal or unauthorized activities, or otherwise infringes any laws or regulations;
4.2 violates, misappropriates, or infringes the rights (such as rights of privacy, publicity, or intellectual property rights) of any third party;
4.3 engages in deceptive practices such as spamming, posing as another service for the purposes of phishing, pharming or other illegal or unsolicited marketing activities;
4.4 is obscene, threatening, violent, abusive, harmful to others including minors, invasive of another's privacy, hateful, harassing, discriminatory or otherwise objectionable;
4.5 constitutes, includes, distributes, shares, or facilitates the distribution of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code;
4.6 interferes with or disrupts the Services or servers or networks connected to the Services, or disobeys any requirements, procedures, policies or regulations of networks connected to the Services, including using any device, software or routine to bypass our robot exclusion headers.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Use of the Services and transfer, posting and uploading of software, technology, and other technical data via the Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations, including without limitation the Export Administration Regulations (see http://www.access.gpo.gov/bis/ear/ear_data.html) and sanctions control programs of the United States (see http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx). In particular, you represent and warrant that you: (a) are not a prohibited party identified on any government export exclusion lists (see http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) or a member of a government of any other export-prohibited countries as identified in applicable export and import laws and regulations; (b) will not transfer software, technology, and other technical data via the Player.IO Services to export-prohibited parties or countries; (c) will not use the Services for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws; and (d) will not transfer, upload, or post via the Services any software, technology or other technical data in violation of U.S. or other applicable export or import laws.
6.1 Payment Information: In order to pay for certain premium Services you must provide accurate and complete payment information and agree to keep that information up to date ("Payment Method"). You authorize Player.IO to retain and store your Payment information until such time you revoke this authorization in accordance with procedures prescribed by Player.IO. Any revocation of this authorization will become effective when all charges and fees associated with your use of the Services have been fully satisfied, as determined by Player.IO. Your revocation of this authorization will have no effect on your liability for charges and fees that you have incurred in connection with your use of the Services prior to such revocation.
6.2 Payment: When you supply Player.IO with a Payment Method, you authorize Player.IO to bill that Payment Method for any and all charges and fees incurred in connection with the Services in accordance with the selected pricing plan. All prices are stated, and all payments will be made, in US dollars. You will be invoiced each month in advance for the monthly fee and for any additional bandwidth fees from the preceding month. Your Payment Method will automatically be charged for the total amount due as per the invoice. Unless Player.IO provides express notice otherwise, payment for the Services is non-refundable.
6.3 Changes to Payment Process: The types of Payment Methods that we accept and the timing for billing of any fees may vary, and Player.IO may, upon notice required by applicable laws, at any time change: (a) the fees or charges for the Services or introduce new fees or charges (b) the Payment Methods that we accept, or (c) the timing for billing of any fees. You can cancel any premium Services, or change your pricing plan, at any time and, unless otherwise agreed, the changes will take effect from the start of the next billing cycle.
6.4 Non Payment: If Player.IO is unable to receive payment from your Payment Method successfully, or if Player.IO does not otherwise receive timely payment, you will pay all amounts then owing to Player.IO upon Player.IO's demand and, in addition to other rights, Player.IO may downgrade, suspend or terminate your account and access to the Services, and all the information contained within your account may be deleted permanently. Player.IO accepts no liability for information that is deleted due to an invalid Payment Method.
6.6 Taxes: Charges and fees do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or government charges, which are payable by you and are in addition to any amounts due to Player.IO.
You acknowledge that Player.IO may establish general practices and limits concerning use of the Player.IO Services, including without limitation the maximum disk space that will be allotted on Player.IO's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You agree that Player.IO has no responsibility or liability for the deletion or failure to store any Developer Content maintained or transmitted by the Services. You acknowledge that Player.IO reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Player.IO reserves the right to modify these general practices and limits from time to time.
Player.IO reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Player.IO shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).
You may terminate your Player.IO account, and access to the Services at any time by deleting your account via the admin panel.
You agree that Player.IO may, without prior notice, immediately terminate, limit your access to or suspend your Player.IO account, and access to the Services. Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Player.IO Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) engagement by you in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with the Player.IO Services. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in Player.IO's sole discretion and that Player.IO shall not be liable to you or any third party for any termination of your account, or access to the Player.IO Services
The Services may include advertisements that are necessary for Player.IO to provide the Services. Your dealings with any advertisers found through the Services are solely between you and such advertiser. You agree that Player.IO shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND ANY NECESSARY SOFTWARE USED IN CONNECTION WITH THE SERVICES ("SOFTWARE") CONTAIN PROPRIETARY AND CONFIDENTIAL INFORMATION THAT IS PROTECTED BY APPLICABLE INTELLECTUAL PROPERTY AND OTHER LAWS. PLAYER.IO IS THE SOLE OWNER OF ALL RIGHT, TITLE, AND INTEREST IN AND TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE SERVICES, AND ALL INTELLECTUAL PROPERTY RIGHTS ASSOCIATED THEREWITH. PLAYER.IO GRANTS YOU A LIMITED, NONEXCLUSIVE, NONTRANSFERABLE, LICENSE TO ACCESS AND USE THE SERVICES AND/OR SOFTWARE SUBJECT TO THIS TOS. ANY RIGHTS NOT EXPRESSLY GRANTED TO YOU HEREUNDER ARE RESERVED BY PLAYER.IO YOU ACKNOWLEDGE THAT PLAYER.IO MAY FROM TIME TO TIME UPGRADE THE SOFTWARE. ANY THIRD-PARTY CODE THAT MAY BE INCORPORATED IN THE SOFTWARE IS COVERED BY THE APPLICABLE OPEN SOURCE OR THIRD-PARTY END USER LICENSE AGREEMENT, IF ANY, AUTHORIZING USE OF SUCH CODE. THE LIMITED RIGHTS GRANTED TO YOU TO ACCESS AND USE THE SERVICES AND/OR SOFTWARE COMPRISE A LIMITED LICENSE AND DO NOT CONSTITUTE THE SALE OF ANY SOFTWARE PROGRAM.
YOU MAY NOT DO ANY OF THE FOLLOWING WITH OR TO THE SERVICES AND/OR SOFTWARE OR ANY PART THEREOF: (A) DECOMPILE, REVERSE ENGINEER, OR DISASSEMBLE IT, (B) TAMPER OR INTERFERE WITH ITS FUNCTIONALITY, DELIVERY OR OPERATION, (C) ASSIGN, SUBLICENSE, PLEDGE, LEASE, SELL, RENT, TRANSFER, RESELL, OR DISTRIBUTE IT, (D) DUPLICATE, REPRODUCE, COPY, MODIFY, OR OTHERWISE CREATE DERIVATIVE WORKS OF IT, (E) USE MODIFIED VERSIONS OF THE SOFTWARE, INCLUDING (WITHOUT LIMITATION) FOR THE PURPOSE OF OBTAINING UNAUTHORIZED ACCESS TO THE SERVICES, (F) ACCESS THE SERVICES BY ANY MEANS OTHER THAN THROUGH THE INTERFACE THAT IS PROVIDED BY PLAYER.IO FOR USE IN ACCESSING THE SERVICES, OR (G) ALTER OR REMOVE ANY IDENTIFICATION OF ANY COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS NOTICE WHICH INDICATES PLAYER.IO OWNERSHIP OF THE SERVICES AND/OR SOFTWARE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
A. YOUR USE OF THE SERVICES AND SOFTWARE ARE AT YOUR SOLE RISK. THE SERVICES AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PLAYER.IO AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
B. PLAYER.IO AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
C. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PLAYER.IO OR THROUGH OR FROM THE SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PLAYER.IO AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PLAYER.IO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE PLAYER.IO SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLAYER.IO SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE PLAYER.IO SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 19 AND 20 MAY NOT APPLY TO YOU.
You agree to indemnify and hold Player.IO and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit, modify or otherwise make available through the Services, your use of the Services, your connection to the Services, your violation of the TOS, or your violation of any rights of another.
16.1 You agree that all of Player.IO's trademarks, trade names, service marks and other Player.IO logos and brand features, and product and service names are trademarks and the property of Player.IO. Without Player.IO's prior permission, you agree not to display or use in any manner the Player.IO Marks.
17.1 Entire Agreement: The TOS constitutes the entire agreement between you and Player.IO and governs your use of the Services, superseding any prior TOS applying to the Services.
17.2 Choice of Law And Location Of Lawsuit: This TOS is governed by, and will be construed according to the laws of the Kingdom of Denmark without regard to conflict of laws rules that would otherwise apply laws of any other state or jurisdiction. Each party consents to exclusive venue and non-exclusive personal jurisdiction in the courts for Copenhagen, Denmark.
17.3 Waiver and Severability of Terms: The failure of Player.IO to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
17.4 Relationship of the Parties: For all purposes of this TOS, you and Player.IO will be independent and act independently, and not as a partner, joint venturer, agent, employee or employer of the other. You have no authority to assume or create any obligation for or on behalf of Player.IO, express or implied, and you must not attempt to bind Player.IO to any contract.
17.5 Notice: Player.IO may provide you with notices, including those regarding changes to the TOS, including by but not limited to email, SMS, MMS, text message, postings on the Services, or other reasonable means.
17.6 Assignment: You may not assign any of your rights or delegate any of your obligations under this TOS without prior consent from Player.IO This TOS may be assigned by Player.IO without your prior consent. Player.IO also may delegate the performance of Services to third parties, including Player.IO affiliates. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
17.7 No third party beneficiaries: You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.
17.8 No Right of Survivorship and Non-Transferability: You agree that your Player.IO account is non-transferable and any rights therein terminate upon your death.
17.9 Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
17.10 The section titles in the TOS are for convenience only and have no legal or contractual effect.